Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Emerald Holding, Inc. | ||
Entity Central Index Key | 0001579214 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 61.8 | ||
Entity Common Stock, Shares Outstanding | 63,030,742 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | EEX | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-38076 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1775077 | ||
Entity Address, Address Line One | 100 Broadway | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10005 | ||
City Area Code | 949 | ||
Local Phone Number | 226-5700 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Irvine, California | ||
Auditor Firm ID | 238 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Report. The Registrant’s Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023 . |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 204.2 | $ 239.1 |
Trade and other receivables, net of allowances of $1.4 million and $1.5 million, as of December 31, 2023 and 2022, respectively | 85.2 | 74.9 |
Prepaid expenses and other current assets | 21.5 | 17.8 |
Total current assets | 310.9 | 331.8 |
Noncurrent assets | ||
Property and equipment, net | 1.5 | 2.2 |
Intangible assets, net | 175.1 | 204.8 |
Goodwill, net | 553.9 | 545.5 |
Right-of-use lease assets | 8.8 | 10.6 |
Other noncurrent assets | 3.7 | 3.5 |
Total assets | 1,053.9 | 1,098.4 |
Current liabilities | ||
Accounts payable and other current liabilities | 46.6 | 58.1 |
Income tax payable | 0.2 | 1.2 |
Cancelled event liabilities | 0.6 | 3.3 |
Deferred revenues | 174.3 | 151.2 |
Contingent consideration | 0.2 | 3.5 |
Right-of-use lease liabilities, current portion | 4 | 4.9 |
Term loan, current portion | 4.2 | 0 |
Total current liabilities | 230.1 | 222.2 |
Noncurrent liabilities | ||
Term loan, net of discount and deferred financing fees | 398.7 | 413.9 |
Deferred tax liabilities, net | 3.1 | 1.8 |
Right-of-use lease liabilities, noncurrent portion | 8.9 | 10.4 |
Other noncurrent liabilities | 8.5 | 10.8 |
Total liabilities | 649.3 | 659.1 |
Commitments and contingencies (Note 16) | ||
Stockholders' deficit | ||
Common stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 800,000; 62,915 and 67,588 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0.6 | 0.7 |
Additional paid-in capital | 559.2 | 610.3 |
Accumulated deficit | (652.3) | (644.1) |
Total stockholders’ deficit | (92.5) | (33.1) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,053.9 | 1,098.4 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Redeemable convertible preferred stock | ||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 80,000; 71,403 and 71,417 shares issued and outstanding; aggregate liquidation preference $492.6 million and $475.9 million at December 31, 2023 and 2022, respectively | $ 497.1 | $ 472.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance - trade and other receivables, current | $ 1.4 | $ 1.5 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 62,915,000 | 67,588,000 |
Common stock, shares outstanding | 62,915,000 | 67,588,000 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,403,000 | 71,417,000 |
Temporary equity, shares outstanding | 71,403,000 | 71,417,000 |
Temporary equity, liquidation preference | $ 492.6 | $ 475.9 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 382,800,000 | $ 325,900,000 | $ 145,500,000 |
Other income, net | 2,800,000 | 182,800,000 | 77,400,000 |
Cost of revenues | 137,600,000 | 116,500,000 | 57,100,000 |
Selling, general and administrative expense | 168,300,000 | 145,000,000 | 143,000,000 |
Depreciation and amortization expense | 45,000,000 | 59,500,000 | 47,600,000 |
Goodwill impairment charge | 0 | 6,300,000 | 7,200,000 |
Intangible asset impairment charge | 0 | 1,600,000 | 32,700,000 |
Operating income (loss) | 34,700,000 | 179,800,000 | (64,700,000) |
Interest expense | 43,300,000 | 24,500,000 | 15,900,000 |
Interest income | 8,200,000 | 2,700,000 | 100,000 |
Loss on extinguishment of debt | 2,300,000 | ||
Other expense | 100,000 | ||
Loss on disposal of fixed assets | 200,000 | 400,000 | |
(Loss) income before income taxes | (2,900,000) | 158,000,000 | (81,000,000) |
Provision for (benefit from) income taxes | 5,300,000 | 27,200,000 | (1,300,000) |
Net (loss) income and comprehensive (loss) income | (8,200,000) | 130,800,000 | (79,700,000) |
Accretion to redemption value of redeemable convertible preferred stock | (42,000,000) | (38,800,000) | (35,600,000) |
Participation rights on if-converted basis | (60,200,000) | ||
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (50,200,000) | $ 31,800,000 | $ (115,300,000) |
Basic (loss) income per share | $ (0.78) | $ 0.46 | $ (1.62) |
Diluted (loss) income per share | $ (0.78) | $ 0.46 | $ (1.62) |
Basic weighted average common shares outstanding | 63,959 | 69,002 | 71,309 |
Diluted weighted average common shares outstanding | 63,959 | 69,148 | 71,309 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Millions | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ (3.8) | $ 0.7 | $ 690.7 | $ (695.2) | |
Temporary Equity, Balance, shares at Dec. 31, 2020 | 71,445 | ||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 398.3 | ||||
Balance, shares at Dec. 31, 2020 | 72,195 | ||||
Stock-based compensation | 10.4 | 10.4 | |||
Stock-based compensation, shares | 283 | ||||
Issuance of common stock under equity plans | 0.1 | 0.1 | |||
Issuance of common stock under equity plans, shares | 42 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (35.6) | (35.6) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 35.6 | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (3) | ||||
Redeemable convertible preferred stock conversion, shares | 4 | ||||
Repurchase of common stock | (12.4) | (12.4) | |||
Repurchase of common stock, shares | (2,498) | ||||
Net income (loss) and comprehensive income (loss) | (79.7) | (79.7) | |||
Balance at Dec. 31, 2021 | (121) | $ 0.7 | 653.2 | (774.9) | |
Temporary Equity, Balance, shares at Dec. 31, 2021 | 71,442 | ||||
Temporary Equity, Balance at Dec. 31, 2021 | $ 433.9 | ||||
Balance, shares at Dec. 31, 2021 | 70,026 | ||||
Stock-based compensation | 5.9 | 5.9 | |||
Stock-based compensation, shares | 362 | ||||
Issuance of common stock under equity plans | 0.1 | 0.1 | |||
Issuance of common stock under equity plans, shares | 37 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (38.8) | (38.8) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 38.8 | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (25) | ||||
Temporary Equity Redeemable convertible preferred stock conversion | $ (0.3) | ||||
Redeemable convertible preferred stock conversion | 0.3 | 0.3 | |||
Redeemable convertible preferred stock conversion, shares | 46 | ||||
Repurchase of common stock | (10.4) | (10.4) | |||
Repurchase of common stock, shares | (2,883) | ||||
Net income (loss) and comprehensive income (loss) | 130.8 | 130.8 | |||
Balance at Dec. 31, 2022 | (33.1) | $ 0.7 | 610.3 | (644.1) | |
Temporary Equity, Balance, shares at Dec. 31, 2022 | 71,417 | ||||
Temporary Equity, Balance at Dec. 31, 2022 | $ 472.4 | ||||
Balance, shares at Dec. 31, 2022 | 67,588 | ||||
Stock-based compensation | 7.4 | 7.4 | |||
Stock-based compensation, shares | 312 | ||||
Issuance of common stock under equity plans | 0.2 | 0.2 | |||
Issuance of common stock under equity plans, shares | 53 | ||||
Accretion to redemption value of redeemable convertible preferred stock | (42) | (42) | |||
Temporary Equity, Accretion to redemption value of redeemable convertible preferred stock | $ 42 | ||||
Temporary Equity, Redeemable convertible preferred stock conversion, shares | (14) | ||||
Temporary Equity Redeemable convertible preferred stock conversion | $ (0.1) | ||||
Redeemable convertible preferred stock conversion | 0.1 | 0.1 | |||
Redeemable convertible preferred stock conversion, shares | 26 | ||||
Repurchase of common stock | (16.9) | $ (0.1) | (16.8) | ||
Repurchase of common stock, shares | (5,064) | ||||
Preferred stock cash dividend | $ (17.2) | ||||
Net income (loss) and comprehensive income (loss) | (8.2) | (8.2) | |||
Balance at Dec. 31, 2023 | $ (92.5) | $ 0.6 | $ 559.2 | $ (652.3) | |
Temporary Equity, Balance, shares at Dec. 31, 2023 | 71,403 | ||||
Temporary Equity, Balance at Dec. 31, 2023 | $ 497.1 | ||||
Balance, shares at Dec. 31, 2023 | 62,915 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net (loss) income | $ (8,200,000) | $ 130,800,000 | $ (79,700,000) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Stock-based compensation | 7,800,000 | 5,800,000 | 10,400,000 |
Allowance for credit losses | 300,000 | 400,000 | 400,000 |
Depreciation and amortization | 45,000,000 | 59,500,000 | 47,600,000 |
Goodwill impairments | 0 | 6,300,000 | 7,200,000 |
Intangible asset impairments | 0 | 1,600,000 | 32,700,000 |
Loss on disposal of fixed assets | 200,000 | 500,000 | |
Non-cash operating lease expense | 2,600,000 | 3,400,000 | 3,300,000 |
Amortization of deferred financing fees and debt discount | 3,000,000 | 1,700,000 | 1,500,000 |
Loss on lease abandonment | 900,000 | 3,000,000 | 0 |
Loss on extinguishment of debt | 2,300,000 | ||
Deferred income taxes | 1,300,000 | 300,000 | (400,000) |
Remeasurement of contingent consideration | (2,300,000) | (33,300,000) | 2,000,000 |
Changes in operating assets and liabilities, net of effect of businesses acquired: | |||
Trade and other receivables | (8,600,000) | (24,900,000) | (15,600,000) |
Insurance receivables | 17,800,000 | ||
Prepaid expenses and other current assets | (1,900,000) | (4,800,000) | (3,700,000) |
Other noncurrent assets | (400,000) | (100,000) | 100,000 |
Accounts payable and other current liabilities | (11,000,000) | 6,200,000 | 20,800,000 |
Cancelled event liabilities | (2,700,000) | (6,500,000) | (16,100,000) |
Contingent consideration | (2,100,000) | ||
Income tax payable | (2,700,000) | 1,400,000 | 200,000 |
Deferred revenues | 19,500,000 | 29,900,000 | 67,500,000 |
Operating lease liabilities | (4,100,000) | (4,700,000) | (2,000,000) |
Other noncurrent liabilities | (700,000) | 1,200,000 | (4,500,000) |
Net cash provided by operating activities | 40,300,000 | 175,100,000 | 90,000,000 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (9,500,000) | (37,600,000) | (125,300,000) |
Purchase of marketable securities | 0 | (50,000,000) | |
Proceeds from maturity of marketable securities | 50,000,000 | ||
Purchases of property and equipment | (600,000) | (1,800,000) | (1,500,000) |
Purchases of intangible assets | (10,900,000) | (8,500,000) | (5,100,000) |
Net cash used in investing activities | (21,000,000) | (47,900,000) | (131,900,000) |
Financing activities | |||
Payment of deferred consideration for acquisition of businesses | (4,200,000) | ||
Payment of contingent consideration for acquisition of businesses | (3,700,000) | (4,400,000) | |
Repayment of principal on Amended and Restated Term Loan Facility | (239,400,000) | (104,200,000) | (5,700,000) |
Proceeds from Extended Term Loan Facility | 239,400,000 | ||
Repayment of principal on Extended Term Loan Facility | (2,100,000) | ||
Original issuance discount | (12,500,000) | ||
Fees paid for debt issuance | (2,000,000) | (400,000) | |
Repurchase of common stock | (16,900,000) | (10,400,000) | (12,400,000) |
Preferred stock cash dividend | (17,200,000) | ||
Proceeds from issuance of common stock under equity plans | 200,000 | 100,000 | 100,000 |
Net cash used in financing activities | (54,200,000) | (119,300,000) | (22,200,000) |
Net (decrease) increase in cash and cash equivalents | (34,900,000) | 7,900,000 | (64,100,000) |
Cash and cash equivalents | |||
Beginning of year | 239,100,000 | 231,200,000 | 295,300,000 |
End of year | 204,200,000 | 239,100,000 | 231,200,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 6,900,000 | 25,600,000 | 200,000 |
Cash paid for interest | 38,100,000 | 22,500,000 | 13,800,000 |
Supplemental schedule of non-cash investing and financing activities | |||
Amended and Restated Term Loan Facility | (175,900,000) | ||
Extended Term Loan Facility | 175,900,000 | ||
2023 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 700,000 | ||
2022 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | 6,900,000 | ||
2021 Acquisitions [Member] | |||
Supplemental schedule of non-cash investing and financing activities | |||
Contingent consideration related to acquisitions | $ 8,900,000 | $ 24,000,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arr Modified | false |
Non-Rule 10b5-1 Arr Modified | false |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Su mmary of Significant Accounting Policies Emerald Holding, Inc. (“Emerald” or “the Company”) is a corporation formed on April 26, 2013 , under the laws of the State of Delaware. Emerald is majority owned by investment funds managed by an affiliate of Onex Partners Manager LP (“Onex Partners”). The Company is a leading operator of large business-to-business (“B2B”) trade shows in the United States (“U.S.”). The Company operates in a number of broadly-defined industry sectors: Retail; Design; Technology; Equipment; and Safety & Security. Each of the Company’s events are typically held at least once per year and provide a venue for exhibitors to launch new products, develop sales leads and promote their brands. In addition to organizing trade shows, conferences and other events (collectively, “Events”), the Company operates websites and related digital products, and produces publications, each of which is aligned with a specific sector for which it organizes an event. The Company also offers B2B e-commerce and digital merchandising solutions to manufacturers and retailers, through its Elastic Suite and Bulletin platforms. Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive (loss) income; as such, its comprehensive (loss) income is the same as net (loss) income for all periods presented. Results of our reportable segments for the years ended December 31, 2023, 2022 and 2021 reflect the updated segment presentation discussed below in Note 18, Segment Information . Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year’s presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic and ongoing, and the Company has considered its impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and in money market mutual funds, which at times may exceed federally insured limits. As of December 31, 2023 and 2022, the Company held $ 177.0 million and $ 91.6 million of money market mutual funds, respectively, which are highly liquid and quoted in active markets. The Company considers cash deposits in banks and money market mutual funds with original maturities at purchase of three months or less to be cash equivalents. As of December 31, 2023 and 2022 , amounts receivable from credit card processors, totaling $ 0.4 million and $ 0.3 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. Marketable Securities The Company purchased $ 50.0 million in marketable securities during the year ended December 31, 2022. These matured during the same year and therefore the Company no longer held any marketable securities as of December 31, 2022, and did no t purchase any marketable securities in the year ended December 31, 2023. Therefore, there were no unrealized holding gains or losses at December 31, 2023 or December 31, 2022. The Company has in the past held, and may from time to time, hold marketable securities that consist of certificates of deposit with financial institutions with maturities over three months and up to one year. These have historically been classified as marketable debt securities as their underlying investments primarily consist of corporate debt securities. These certificates of deposits have readily ascertainable values as they can be readily purchased or sold using established markets. These investments are generally classified as available-for-sale and reported at fair value. Fair value is generally based on available market information including quoted broker or dealer quotations, or other observable inputs. The Company may invest its marketable securities in high-quality commercial financial instruments. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs using quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. The Company’s contingent consideration liabilities related to acquisitions made in 2023, 2022 and 2021 are classified as Level 3 liabilities, which are measured at fair value based on significant unobservable inputs and re-measured to an updated fair value at each reporting period. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. The Company’s market-based share award liabilities are classified as Level 3 liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. Refer to Note 12, Stock-Based Compensation , for further information related to the Company’s market-based share awards. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets, which are measured at fair value based on the closing price of these assets as of the reporting date. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s money market mutual funds. Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include the Company’s revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivable, and the revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2023 and 2022, the Company’s uninsured cash and cash equivalents balances totaled $ 204.2 million and $ 239.1 million , respectively. As of December 31, 2023 and 2022, the Company’s trade receivables balances totaled $ 85.2 million and $ 74.9 million , respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2023 or 2022. As of December 31, 2023 and 2022, an allowance for credit losses was recorded to account for potential credit losses. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2023 and 2022, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2023 (in millions) Fair Carrying Extended Term Loan Facility, with 5.10 % (equal to 10.46 %) $ 415.0 $ 413.3 Total $ 415.0 $ 413.3 December 31, 2022 (in millions) Fair Carrying Amended and Restated Term Loan Facility, with 2.50 % (equal to 6.57 %) $ 404.9 $ 415.3 Total $ 404.9 $ 415.3 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheets, net of allowance for credit losses. The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expenses on the consolidated balance sheets when paid and reported on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues upon the staging of the event. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. Definite-lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based on the pattern of expected economic benefit. Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. Estimated Weighted Customer relationship intangibles 2 - 10 years 9 years Definite-lived trade names 2 - 30 years 21 years Acquired technology 1.5 - 7 years 6 years Acquired content 5.5 - 7 years 6 years Computer software 1 - 7 years 4 years Refer to Note 6, Intangible Assets and Goodwill , for definite-lived intangible asset impairments recorded during the years ended December 31, 2023, 2022 and 2021 . Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Refer to Note 6, Intangible Assets and Goodwill , for long-lived assets other than goodwill and indefinite-lived intangible assets impairments recorded during the years ended December 31, 2023, 2022 and 2021 . Indefinite-Lived Intangible Assets The Company’s indefinite-lived intangible assets consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions, including projections of future cash flows, which include forecasted revenue, EBITDA margin, discount rate, tax rate, and royalty rate. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Intangible Assets and Goodwill , for the indefinite-lived intangible asset impairments recorded during the years ended December 31, 2023, 2022 and 2021 . Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead is tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances occur that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. The Company’s goodwill impairment analysis is performed, and related impairment charges recorded, after the impairment analysis and recognition of impairment charges for long-lived assets other than goodwill and indefinite-lived intangible assets. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, which include forecasted revenue, EBITDA margin, discount rate, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units by assessing the implied control premium based on the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Refer to Note 6, Intangible Assets and Goodwill , for the goodwill impairment recorded during the years ended December 31, 2023, 2022 and 2021 . Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. As of December 31, 2023 and 2022, the Company’s contingent consideration balances totaled $ 6.9 million and $ 12.3 million , respectively. Contingent consideration of $ 0.2 million and $ 3.5 million as of December 31, 2023 and 2022, respectively, are included within Contingent consideration in the consolidated balance sheets and Contingent consideration of $ 6.7 million and $ 8.8 million, respectively, are included within other noncurrent liabilities in the consolidated balance sheets. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Refer to Note 3, Revenues , for further information related to the Company’s revenues. Connections A significant portion of the Company’s annual revenue is generated from the Connections segment through the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Trade show and other events generated approximately 89 % , 87 % and 73 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues. These revenues are recognized in the period in which the digital products are provided or publications are issued or when the custom content is delivered to the customer. Typically, the fees charged are collected after the digital products are provided, the publications are issued or the custom content is delivered. Content category revenues generated approximately 6 % , 8 % and 19 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services. Fees associated with implementation are deferred and recognized over the expected customer life, which is four years . Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are generally three-year terms with one-year renewals. Subscription software and services revenues generated approximately 5 % , 5 % and 8 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred Revenue The Company typically invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2023 and 2022, the Company had current deferred revenues of $ 174.3 million and $ 151.2 million , respectively, of which, $ 54.7 million and $ 53.3 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2023 and 2022 , respectively. Other Income As a result of the measures enacted in March 2020 to prevent the spread of COVID-19 across the United States, management made the decision to cancel substantially all of the Company’s face-to-face events scheduled through the end of 2020. In addition, beginning in October 2020, management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. In the second half of 2021, due to the continued effects of COVID-19 related issues such as international travel restrictions, certain events were cancelled or experienced reduced attendance. The Company maintained event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events, including event cancellations caused by the outbreak of communicable diseases, including COVID-19. Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. During the year ended December 31, 2023, the Company reported other income, net of $ 2.8 million related to event cancellation insurance claim proceeds received during the year ended 2023 in the consolidated statements of (loss) income and comprehensive (loss) income. On August 3, 2022, the Company reached an agreement to settle outstanding insurance litigation relating to event cancellation insurance for proceeds of $ 148.6 million. In total, the Company received payments of $ 182.8 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected 2021 and 2020 trade shows during the year ended December 31, 2022. As a result, during the year ended December 31, 2022, the Company reported other income, net of $ 182.8 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. The Company received payments of $ 95.3 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021. As a result, during the year ended December 31, 2021, the Company reported other income, net of $ 77.4 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Extended Term Loan Facility and Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Emerald’s Chief Executive Officer (“CEO”) is considered the CODM. Effective October 31, 2023, Emerald’s management structure was reorganized and the discrete financial reporting information regularly provided to the CODM to facilitate his allocation of resources and assessment of performance was updated to reflect the new structure. As a result, there was a change in reporting segments. The CODM evaluates performance and allocates resources based on the results of three operating segments. The Connections segment is the only operating segment which meets the criteria to be classified as a reportable segment. The Connections reportable segment includes all of Emerald’s trade shows and other live events. The other two operating segments, which provide diverse media services and e-commerce software solutions, do not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, as of December 31, 2023 and as such are referred to as “All Other.” Refer to Note 18, Segment Information , for information regarding the Company’s reportable segments. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. These costs include brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events, digital media, Elastic Suite platform and publications. Advertising and marketing costs totaled $ 9.6 million, $ 10.1 million and $ 6.3 million for the years ended December 31, 2023, 2022 and 2021 , respectively. Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows: • Fair Value of Common Stock — The fair value per share of common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding. The Company uses the simplified method to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — The expected volatility is based on considering the Company’s limited publicly traded stock price and historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate —The risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate —Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal analysis, which primarily considers the award recipients’ position within the Company. • Dividend Yield —Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on common stock. Post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company declared and paid dividends on its common stock until the first quarter of 2020 when the dividend was suspended. The Company grant |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Note 2. Adoption of New Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 (“ASU 2021-08”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. This guidance is effective for fiscal years beginning after December 15, 2022, and for interim periods within that year. Early adoption is permitted and the amendments in ASU 2021-08 should be applied to business combinations occurring during the year of adoption. The Company adopted ASU 2021-08 in October 2021 and the adoption did no t have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption did no t have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. The standard is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 3. Revenues Impact of COVID-19 The global COVID-19 pandemic significantly impacted the Company’s revenues from mid-March 2020 through the end of fiscal year 2021. Late in the second quarter of 2021, the Company began to see the positive impacts of successful vaccination rollouts throughout the United States, with social distancing restrictions easing and live events resuming. As a result, the Company was able to stage all of the 141 and 124 in-person events scheduled during the years ended December 31, 2023 and 2022, respectively, and 56 in-person events during the year ended December 31, 2021. Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Customers generally receive the benefit of the Company’s services upon the staging of each trade show or conference event and over the subscription period for access to the Company’s subscription software and services. Fees are typically invoiced and collected in-full prior to the trade show or event. A significant portion of the Company’s annual revenue is generated from the Connections segment primarily related to the production of trade shows and conference events (collectively, “trade shows”), including booth space sales, registration fees and sponsorship fees. The Company recognizes revenue in the period the trade show occurs. Trade show and other events revenues represented approximately 89 % , 87 % and 73 % of total revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Content revenues primarily consist of advertising sales for digital products and industry publications that complement the event properties, custom content agency revenues and subscription fees for educational and e-learning services. Advertising sales and custom content revenues are recognized in the period in which the custom content and digital products are provided or publications are issued. Subscription fees for educational and e-learning services are billed and collected at the subscription date. Typically, the fees charged are collected after the custom content and digital products are delivered or publications are issued. Commerce revenues primarily consist of software-as-a-service subscription revenue, implementation fees and professional services. Fees associated with implementation are deferred and recognized over the expected customer life, which is four years . Subscription revenue is generally recognized over the term of the contract. Deferred revenues generally consist of booth space sales, registration fees and sponsorship fees that are invoiced prior to a trade show, as well as upfront payments for software subscription fees, professional services and implementation fees for the Company’s subscription software and services. Current deferred revenues are reported as deferred revenues on the consolidated balance sheets and were $ 174.3 million and $ 151.2 million as of December 31, 2023 and 2022, respectively. Long-term deferred revenues as of December 31, 2023 and 2022 were $ 0.9 million and $ 1.4 million, respectively, and are reported as other noncurrent liabilities on the consolidated balance sheets. Total deferred revenues, including the current and noncurrent portions, were $ 175.2 million and $ 152.6 million , as of December 31, 2023 and 2022, respectively. The accounts receivable and deferred revenue balances related to cancelled events have been reclassified to cancelled event liabilities in the consolidated balance sheets as the total amount represents balances which are expected to be refunded to customers. As of December 31, 2023, cancelled event liabilities of $ 0.6 million represents $ 0.5 million of deferred revenues for cancelled trade shows and $ 0.1 million of related accounts receivable credits reclassified to cancelled event liabilities in the consolidated balance sheets. As of December 31, 2022, cancelled event liabilities of $ 3.3 million represents $ 0.8 million of deferred revenues for cancelled trade shows and $ 2.5 million of related accounts receivable credits reclassified to cancelled event liabilities in the consolidated balance sheets. The following table represents the deferred revenue activity for the years ended December 31, 2023, 2022 and 2021, respectively: (in millions) 2023 2022 2021 Balance at beginning of period $ 152.6 $ 118.3 $ 48.6 Invoiced during the period 167.2 302.2 205.6 Consideration earned during the period ( 148.2 ) ( 271.0 ) ( 123.1 ) Attributable to show cancellations — — ( 14.6 ) Additions related to business combinations 3.6 3.1 1.8 Balance at end of period $ 175.2 $ 152.6 $ 118.3 Performance Obligations For the Company’s trade shows and other events, sales are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied, which is typically at the completion of a show or event. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations. For the Company’s subscription software and services, the Company may enter into contracts with customers that include multiple performance obligations, which are generally capable of being distinct. Fees associated with implementation and related professional services are deferred and recognized over the expected customer life, which is four years . Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are generally three-year terms with one-year renewals following the initial three-year term. For the Company’s other marketing services, revenues are deferred and recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied. This generally occurs in the period in which the publications are issued. Revenue is measured as the amount of consideration the Company earns upon completion of its performance obligations. The Company applies a practical expedient which allows the exclusion of disclosure information regarding remaining performance obligations if the performance obligation is part of a contract that has an expected duration of one year or less. The Company’s performance obligations greater than one year were $ 0.9 million as of December 31, 2023. Disaggregation of Revenue The following table represents revenues disaggregated by type: Year Ended December 31, 2023 2022 2021 Revenues (in millions) Connections $ 340.2 $ 282.6 $ 106.7 Content 23.5 27.9 27.7 Commerce 19.1 15.4 11.1 Total revenues $ 382.8 $ 325.9 $ 145.5 Contract Balances The Company’s contract assets are primarily sales commissions incurred in connection with the Company’s subscription software and services, which are expensed over the expected customer relationship period. As of December 31, 2023 and 2022, the Company does not have material contract assets. Contract liabilities generally consist of booth space sales, registration fees, sponsorship fees that are collected prior to the trade show or other event and subscription revenue, implementation fees and professional services associated with the Company’s subscription software and services. Contract liabilities less than one year from the date of the performance obligation are reported on the consolidated balance sheets as deferred revenues. Contract liabilities greater than one year from the date of the performance obligation are reported on the consolidated balance sheets in other noncurrent liabilities. The Company’s sales commission costs incurred in connection with sales of booth space, registration fees and sponsorship fees at the Company’s trade shows and other events and with sales of advertising for industry publications are generally short term, as sales typically begin up to one year prior to the date of the trade shows and other events. The Company expects the period benefited by each commission to be less than one year , and as a result, the Company expenses sales commissions associated with trade shows, other events and other marketing services as incurred. Sales commissions are reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense. Accounts Receivable The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The activities in this account, including write-offs and the current-period provision for expected credit losses for the year ended December 31, 2023 were $ 0.4 million and $ 0.3 million, respectively. The activities in this account for the years ended December 31, 2022 and 2021 were not material. Contract Estimates and Judgments The Company’s trade show, other event and other marketing sales revenue contracts do not require significant estimates or judgments based on the nature of the Company’s contracts. The sales price in the Company’s contracts are fixed and stated on the face of the contract. All consideration from contracts is included in the transaction price. The Company’s contracts with multiple performance obligations are considered to be fulfilled upon the completion of each trade show, publication issuance or as advertising services are provided, as applicable. The Company’s contracts consist of subscription revenue, implementation fees and professional services. Fees associated with implementation and professional services are deferred and recognized over the expected customer life, which is four years. Subscription revenue is recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are generally three-year terms with one-year renewals. The Company’s contracts do not include material variable consideration. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Acquisitions | Note 4. Business Acquisitions The Company acquired certain assets and assumed certain liabilities of one company in 2023 (the “2023 Acquisition”), two companies in 2022 (the “2022 Acquisitions”) and two companies in 2021 (the “2021 Acquisitions”) as described below. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. The Company recorded goodwill of $ 8.4 million and $ 31.5 million for the business acquisitions in the years ended December 31, 2023 and 2022, respectively. In the view of management, the goodwill recorded reflects the future cash flow expectations for the acquired businesses’ market positions in their respective industries, synergies and assembled workforce. The fair values of acquired customer-relationship intangibles are estimated using a discounted cash flow analysis. The significant assumptions used in the discounted cash flow analysis include future cash flows, growth rates, discount rates, and tax rates. These assumptions are used in developing the present value of future cash flow projections which are the basis of the fair value calculation. 2023 Acquisition Lodestone Events (“Lodestone”) In furtherance of the Company’s strategy to expand into the growing business-to-consumer event space, the Company executed an asset purchase agreement on January 9, 2023 to acquire certain assets and assume certain liabilities of the business known as Lodestone for a total estimated purchase price of $ 10.2 million, which included an initial cash payment of $ 9.5 million and contingent consideration with an estimated fair value of $ 0.7 million. The contingent consideration liability related to the acquisition of Lodestone consists of a potential payment based on Lodestone’s average annual EBITDA during the period from January 1, 2025 through December 31, 2026. The payment is expected to be settled in the second quarter of 2027. As of December 31, 2023 , the estimated fair value of the contingent consideration was $ 0.8 million. Lodestone produces the Overland Expo series of vehicle-based, adventure travel consumer shows. The acquisition was financed with cash from operations. External acquisition costs of $ 0.4 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $ 9.0 million of revenue and $ 4.4 million of net income generated from the acquisition of Lodestone during the year ended December 31, 2023. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets offset by liabilities acquired, and is primarily attributable to the future economic benefits from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Lodestone included trade name and customer relationship intangible assets of $ 1.1 million and $ 2.3 million, respectively. The weighted-average amortization period of the trade name intangible assets acquired was 5.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 6.0 years. There is no assumed residual value for the acquired trade name and customer relationship intangible assets. The measurement period for the acquisition closed in the second quarter of 2023. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) January 9, Trade and other receivables $ 1.8 Prepaid expenses and other current assets 0.2 Goodwill 8.4 Intangible assets 3.4 Deferred revenues ( 3.6 ) Purchase price, including working capital adjustment $ 10.2 2022 Acquisitions Bulletin, Inc. (“Bulletin”) In furtherance of the Company’s strategy to combine both in-person and e-commerce offerings, the Company executed an asset purchase agreement on July 11, 2022 to acquire certain assets and assume certain liabilities of the business known as Bulletin for a total estimated purchase price of $ 9.9 million, which included an initial cash payment of $ 8.9 million and contingent consideration with an estimated fair value of $ 1.0 million. The contingent consideration liability related to the acquisition of Bulletin of $ 1.0 million, consists of a potential payment based on the 2026 Bulletin EBITDA. The 2026 payment is expected to be settled in the second quarter of 2027. As of December 31, 2023 , the estimated fair value of the contingent consideration was $ 0.9 million. Bulletin is an online wholesale market for retail where brands, buyers and designers gather to connect and discover new products. The acquisition was financed with cash from operations. External acquisition costs of $ 1.1 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The Bulletin acquisition generated a net loss of $ 1.8 million during the year ended December 31, 2022. The revenue generated by Bulletin during the year ended December 31, 2022, was not material. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Identified intangible assets associated with Bulletin included acquired technology and trade name intangible assets of $ 2.0 million and $ 0.1 million, respectively. The weighted-average amortization period of the acquired technology was 3.0 years. The weighted-average amortization period of the trade name intangible assets acquired was 3.0 years. There is no assumed residual value for the acquired technology and trade name intangible assets. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) July 11, Trade receivables and prepaid expenses $ 0.4 Goodwill 7.9 Intangible assets 2.1 Accounts payable and other current liabilities ( 0.5 ) Purchase price $ 9.9 Advertising Week In furtherance of the Company’s strategy to provide year-round engagement and optimize its portfolio within strategic growth industries, the Company executed an asset purchase agreement on June 21, 2022 to acquire all the assets and assume certain liabilities of the business known as Advertising Week from Stillwell Partners for a total estimated purchase price of $ 34.3 million, which included an initial cash payment of $ 28.4 million and contingent consideration with an estimated fair value of $ 5.9 million. As of December 31, 2023 , the estimated fair value of the contingent consideration was $ 4.9 million. Advertising Week is a global event and thought leadership platform focused on marketing, media, technology, and culture. The acquisition was financed with cash from operations. Identified intangible assets associated with Advertising Week included trade name, customer relationship and content intangible assets of $ 5.4 million, $ 5.9 million and $ 1.1 million, respectively. The weighted-average amortization period of the trade names acquired was 15.0 years. The weighted-average amortization period of the customer relationship intangible assets acquired was 10.0 years, based on the expected pattern of economic benefit used to calculate their fair value. The weighted-average amortization period of the content intangible assets acquired was 7.0 years. There is no assumed residual value for the acquired content, trade names, or customer relationships. The contingent consideration liability related to the acquisition of Advertising Week in the amount of $ 5.9 million as of the acquisition date, consists of two potential payments: the 2023 payment and the 2026 payment. The 2023 payment is based on a multiple of 2023 EBITDA growth from a specified EBITDA target. The Advertising Week business did not achieve growth from the specified EBITDA target in fiscal year 2023 and therefore will not receive the 2023 payment. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5 -year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026 payment will be settled in the second quarter of 2027. The 2023 and 2026 payments are not capped as they are based on increases in EBITDA. Therefore, there is no pre-determined upper limit to the undiscounted range. External acquisition costs of $ 0.6 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $ 14.6 million of revenue and $ 2.2 million of net income generated from the acquisition of Advertising Week during the year ended December 31, 2022. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) June 21, Trade and other receivables $ 3.8 Prepaid expenses and other current assets 0.3 Goodwill 23.6 Intangible assets 12.4 Right-of-use lease asset 1.2 Accounts payable and other current liabilities ( 2.7 ) Deferred revenues ( 3.1 ) Right-of-use lease liability ( 1.2 ) Purchase price $ 34.3 2021 Acquisitions MJBiz In furtherance of the Company’s strategy to provide year-round engagement and to expand into one of the highest growth business sectors in North America, the Company executed an asset purchase agreement on December 31, 2021 to acquire certain assets and assume certain liabilities associated with MJBiz for a total estimated purchase price of $ 142.2 million, which included an initial cash payment of $ 118.2 million and contingent consideration with an estimated fair value of $ 24.0 million. MJBiz is an event producer and content platform serving the cannabis industry. The acquisition was financed with cash from operations. Identified intangible assets associated with MJBiz included trade name and customer relationship intangible assets of $ 7.1 million and $ 23.3 million, respectively. The weighted-average amortization period of the trade names acquired was 10.0 years. The weighted-average amortization period of the customer relationships acquired was 5.0 years, based on the expected pattern of economic benefit used to calculate their fair value. There is no assumed residual value for the acquired trade names or customer relationships. External acquisition costs of $ 1.0 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was no revenue or net income (loss) generated from the acquisition of MJBiz during 2021. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. During the first quarter of 2022, the Company finalized its analysis of the purchase accounting, including gaining a better understanding of historical MJBizCon registration revenue and its impact on the valuation model. The final analysis of the registration revenue and the associated revision to the average EBITDA growth estimate for MJBiz resulted in an $ 8.9 million increase in the estimated contingent consideration liability. The measurement period closed in the first quarter of 2022. The Company’s purchase price allocation and measurement period adjustment for the MJBiz acquisition is presented below: (in millions) Fair Value Non-Cash (1) Fair Value Trade and other receivables $ 0.6 $ — $ 0.6 Prepaid expenses 0.1 — 0.1 Goodwill 113.8 6.0 119.8 Intangible Assets 30.4 2.9 33.3 Deferred Revenues ( 1.3 ) — ( 1.3 ) Other current liabilities ( 1.4 ) — ( 1.4 ) Purchase price $ 142.2 $ 8.9 $ 151.1 (1) During the first quarter of 2022, the Company recorded a non-cash adjustment to reflect a measurement period adjustment. Upon finalizing the analysis of the average EBITDA growth estimate, including gaining a better understanding of historical MJBizCon registration revenue trends, the estimated contingent consideration liability increased by $ 8.9 million, from approximately $ 24.0 million to $ 32.9 million. Such change resulted in an increase to Goodwill of $ 6.0 million and an increase in Intangible Assets of $ 2.9 million in the Connections reportable segment. Sue Bryce Education and The Portrait Masters In furtherance of the Company’s strategy to provide year-round engagement for its customer base and to expand its subscription services offerings, the Company executed an asset purchase agreement on April 1, 2021 to acquire certain assets and assume certain liabilities associated with Sue Bryce Education and The Portrait Masters for a total estimated purchase price of $ 7.7 million, which included an initial cash payment of $ 6.9 million and contingent consideration with an estimated fair value of $ 0.8 million. Sue Bryce Education and The Portrait Masters is a subscription-based photography business education and e-learning service with a photography conference. The acquisition was financed with cash from operations. Identified intangible assets associated with the Sue Bryce Education and The Portrait Masters included customer relationship, content, non-compete agreements and trade name intangible assets of $ 1.9 million, $ 1.5 million, $ 1.2 million and $ 0.3 million, respectively. The weighted-average amortization periods of the customer relationships, content, non-compete agreements and trade name intangible assets were 3 years, 5.5 years, 5 years and 10 years, respectively. There is no assumed residual value for the acquired customer relationships, content, non-compete agreements or trade name intangible assets. External acquisition costs of $ 0.1 million were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. There was $ 3.3 million of revenue and $ 0.3 million of net income generated from the acquisition of Sue Bryce Education and The Portrait Masters during the year ended December 31, 2021. Goodwill was calculated as the excess of the purchase price over the estimated fair values of acquired assets and intangible assets acquired offset by liabilities acquired and is primarily attributable to the future economic benefits expected to arise from synergies expected to arise due to certain cost savings, operating efficiencies and other strategic benefits. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. The measurement period was closed in the second quarter of 2021. The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, Goodwill $ 3.3 Intangible assets 4.9 Deferred revenues ( 0.5 ) Purchase price, including working capital adjustment $ 7.7 Supplemental Pro-Forma Financial Information Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2023, 2022 and 2021 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year Ended December 31, 2023 2022 2021 (in millions) (Unaudited) Pro-forma revenues (1) Lodestone $ — $ 6.4 $ 1.6 Advertising Week — 5.5 12.8 MJBiz — — 26.9 Sue Bryce Education and The Portrait Masters — — 1.0 Emerald revenue 382.8 325.9 145.5 Total pro-forma revenues $ 382.8 $ 337.8 $ 187.8 Pro-forma net (loss) income Lodestone $ — $ 0.5 $ ( 1.4 ) Bulletin — ( 2.1 ) ( 3.4 ) Advertising Week — ( 0.7 ) 1.2 MJBiz — — 5.2 Sue Bryce Education and The Portrait Masters — — 0.3 Emerald net (loss) income ( 8.2 ) 130.8 ( 79.7 ) Total pro-forma net (loss) income $ ( 8.2 ) $ 128.5 $ ( 77.8 ) (1) Pro-forma revenues from the Bulletin acquisition were not material to the years ended December 31, 2022, and 2021, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment, net, consisted of the following: December 31, (in millions) 2023 2022 Furniture, equipment and other $ 5.2 $ 4.8 Leasehold improvements 1.0 1.0 $ 6.2 $ 5.8 Less: Accumulated depreciation ( 4.7 ) ( 3.6 ) Property and equipment, net $ 1.5 $ 2.2 Depreciation expense related to property and equipment for the years ended December 31, 2023, 2022 and 2021 was $ 1.0 million, $ 1.6 million and $ 1.3 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 6. Intangible Assets and Goodwill Intangible Assets, Net Intangible assets, net consist of the following: (in millions) Indefinite- Customer Definite- Acquired Acquired Computer Capitalized Total Gross carrying $ 52.6 $ 365.4 $ 91.1 $ 8.4 $ 2.6 $ 36.9 $ 1.6 $ 558.6 Accumulated amortization — ( 336.7 ) ( 22.6 ) ( 4.7 ) ( 1.0 ) ( 18.5 ) — ( 383.5 ) Net carrying $ 52.6 $ 28.7 $ 68.5 $ 3.7 $ 1.6 $ 18.4 $ 1.6 $ 175.1 Gross carrying $ 52.6 $ 363.1 $ 90.0 $ 8.4 $ 2.6 $ 25.5 $ 2.1 $ 544.3 Accumulated amortization — ( 306.2 ) ( 17.2 ) ( 2.2 ) ( 0.6 ) ( 13.3 ) — ( 339.5 ) Net carrying $ 52.6 $ 56.9 $ 72.8 $ 6.2 $ 2.0 $ 12.2 $ 2.1 $ 204.8 Amortization expense for the years ended December 31, 2023, 2022 and 2021 was $ 44.0 million, $ 56.1 million and $ 46.2 million, respectively. Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2024 25.0 2025 20.0 2026 15.3 2027 10.5 2028 6.0 Thereafter 44.0 $ 120.8 There were no intangible asset impairments for the year ended December 31, 2023. Intangible asset impairments for the year ended December 31, 2022 , included non-cash impairments of $ 1.6 million for indefinite-lived trade names intangible assets. Intangible asset impairments for the year ended December 31, 2021 , included non-cash impairments of $ 21.0 million and $ 11.7 million for certain customer relationship and definite-lived trade name intangible assets, and certain indefinite-lived trade names, respectively. All intangible asset impairments are presented in the consolidated statements of (loss) income and comprehensive (loss) income as intangible impairments. Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets 2023 Impairments During the year ended December 31, 2023, there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable. As such, no quantitative assessment for impairment was required during the year. 2022 Impairments During the first quarter of 2022, the Company identified an interim impairment trigger for two of its definite-lived intangible assets. As a result, the Company performed a recoverability analysis on the definite-lived intangible assets and determined that the carrying value was recoverable. No additional triggering events or changes in circumstances that would indicate the carrying value of the Company’s long-lived assets other than goodwill are not recoverable occurred for the remainder of the year ended December 31, 2022. As such, no quantitative assessment for impairment was required during the year. 2021 Impairments During the fourth quarter of 2021, through the fiscal year 2022 budgeting process, the Company became aware of changes in circumstances which indicated the carrying value of certain definite-lived trade name and customer relationship intangible assets may not be recoverable. As a result, the Company performed a recoverability test on certain asset groups containing definite-lived intangible assets. The Company evaluated the recoverability of the related intangible assets to be held and used by using level 3 inputs and comparing the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. The recoverability test indicated that one trade name intangible asset and one customer relationship intangible asset were impaired. As a result, the Company recorded trade name and customer relationship intangible asset impairments of $ 12.6 million and $ 8.4 million, respectively, during the year ended December 31, 2021. The long-lived assets impaired during the fourth quarter of 2021 had a remaining fair value of zero . The Company recorded total impairments of $ 21.0 million to certain long-lived trade name and customer relationship intangible assets for the year ended December 31, 2021 related to the Connections reportable segment. Impairment of Indefinite-Lived Intangible Assets 2023 Impairments The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2023. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups had fair values in excess of their carrying values as of October 31, 2023, and therefore no impairments were identified. 2022 Impairments During the first quarter of 2022, the Company identified an interim impairment trigger for three of its indefinite-lived intangible assets. As a result, the Company performed a quantitative analysis utilizing the “relief from royalty payments” method with assumptions that are considered level 3 inputs. As a result of the January 31, 2022 impairment assessment, the Company recorded an impairment of $ 1.6 million for one indefinite-lived trade name intangible asset. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2022. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded that each of the indefinite-lived trade name asset groups had fair values in excess of their carrying values as of October 31, 2022, and therefore no impairments were identified. The Company recorded total impairments of $ 1.6 million to a certain indefinite-lived trade name intangible asset for the year ended December 31, 2022. These impairments all related to certain indefinite-lived trade name intangible assets in the Connections reportable segment. 2021 Impairments The Company performed a quantitative analysis for its annual impairment assessment for indefinite-lived intangible assets on October 31, 2021. The quantitative analysis utilized the “relief from royalty payments” method with assumptions that are considered level 3 inputs and concluded five indefinite-lived trade name asset groups had a carrying value in excess of its fair value. As a result, during the fourth quarter of 2021, the Company recorded an impairment of $ 11.7 million related to indefinite-lived trade name intangible assets. The impairment is reported in intangible asset impairments in the consolidated statements of (loss) income and comprehensive (loss) income. The indefinite-lived intangible assets impaired during the fourth quarter of 2021 had a remaining fair value of $ 24.7 million as of October 31, 2021. The Company recorded impairments of $ 11.7 million to certain indefinite-lived trade name intangible assets for the year ended December 31, 2021. These impairments all related to certain indefinite-lived trade name intangible assets in the Connections reportable segment. Goodwill The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Commerce Design & Design, Connections All Other All Other Total Balance at December 31, 2021 $ 337.5 $ — $ 133.7 $ — $ — $ — $ 43.0 $ 514.2 Acquired goodwill — 7.9 — 23.6 — — — 31.5 Transfers ( 337.5 ) 342.2 ( 133.7 ) 142.9 — — ( 13.9 ) — Impairments — — — ( 5.8 ) — — ( 0.5 ) ( 6.3 ) Measurement period adjustment — 6.0 — 0.1 — — — 6.1 Balance at December 31, 2022 $ — $ 356.1 $ — $ 160.8 $ — $ — $ 28.6 $ 545.5 Acquired goodwill — — — — 8.4 — — 8.4 Transfers — ( 356.1 ) — ( 160.8 ) 509.9 35.6 ( 28.6 ) — Balance at December 31, 2023 $ — $ — $ — $ — $ 518.3 $ 35.6 $ — $ 553.9 Impairment of Goodwill 2023 Impairment During the fourth quarter of 2023, the Company changed its operating segments which resulted in a change in reporting units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting units immediately prior to the change in reporting units and immediately after the change on its new reporting units. To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill between the components of the old reporting units was determined based on their relative fair value. Due to the change in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting units as of October 31, 2023 using an income approach with assumptions that are considered level 3 inputs and concluded that the fair value of all prior and new reporting unit exceeded their respective carrying values. The fair values of the prior and new reporting units were determined by discounting estimated future cash flows, which were determined based on forecasted revenues, EBITDA margins, debt free net working capital, capital expenditures and other factors, at a discount rate ranging from 13.0 % to 15.5 %. As of the date of the Company’s assessment, there were no reporting units where the fair value of the reporting unit was equal to its carrying value. Reporting units where fair value exceeded carrying value by less than 10 % included $ 25.6 million of goodwill. No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October 31, 2023. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2023, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2023 , the fair values of the reporting units exceeded their carrying value between 4.2 % and 241.5 %. 2022 Impairments During the first quarter of 2022, the Company changed its operating segments which resulted in a change in reporting units. Under accounting standards, the Company is required to perform an impairment assessment of its prior reporting units immediately prior to the change in reporting units and immediately after the change on its new reporting units. To the extent that a prior reporting unit was separated into more than one reporting unit, the allocation of goodwill between the components of the old reporting units was determined based on their relative fair value. The Company had recently completed its annual impairment assessment on October 31, 2021 for its old reporting units. As of this interim impairment assessment, reporting units where fair value exceeded carrying value by less than 5 % included $ 214.6 million of goodwill. Due to the change in reporting units, the Company performed a quantitative assessment of the fair value of its prior and new reporting units as of January 31, 2022 using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective fair value, resulting in goodwill impairments of $ 6.0 million and $ 0.3 million related to the Connections reportable segment and All Other category, respectively. The fair values of the respective reporting units were determined by discounting estimated future cash flows, which were determined based on revenue, long-term growth assumptions ranging from zero to 3.0 %, at a discount rate ranging from 12.8 % to 15.5 %. As of the date of the Company’s assessment, reporting units where the fair value of the reporting unit was equal to its carrying value contained $ 3.1 million of goodwill. No goodwill impairment was recorded in connection with the Company’s annual impairment assessment as of October 31, 2022. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2022, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2022, the fair values of the reporting units exceeded their carrying value between 53.2 % and 1,809.5 %. 2021 Impairments During the fourth quarter of 2021, in connection with the Company’s annual impairment assessment, the Company performed a quantitative assessment of the Company’s fair value of goodwill using an income approach with assumptions that are considered level 3 inputs and concluded that the carrying value of one reporting unit exceeded its respective fair value, resulting in goodwill impairments of $ 7.0 million and $ 0.2 million related to the Connections segments and All Other category, respectively. The fair values of the respective reporting units were determined by discounting estimated future cash flows, which were determined based on revenue, long-term growth assumptions ranging from zero to growth of 3.5 %, at a discount rate ranging from 12.0 % to 13.5 %. Of the $ 514.2 million of goodwill, the carrying value equaled the fair value for $ 6.7 million as of October 31, 2021. The Company also considers the amount of headroom for a reporting unit when determining whether an impairment exists. Headroom is the difference between the fair value of a reporting unit and its carrying value. In performing the annual impairment analysis as of October 31, 2021, the Company determined that the carrying amount of certain reporting units did not exceed their respective fair values. Based on the results of the impairment test performed as of October 31, 2021, the fair values of the reporting units exceeded their carrying value between zero and 458 %. Of the $ 400.7 million of goodwill, the carrying value of reporting units with less than 5 % headroom was $ 90.4 million as of October 31, 2021. Total accumulated goodwill impairments are $ 686.0 million through December 31, 2023. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, December 31, Extended Term Loan Facility, with 5.10 % as of December 31, 2023, 10.46 % at December 31, 2023) due 2026 , net (a) $ 402.9 $ — Amended and Restated Term Loan Facility, with 2.50 % as of December 31, 2022, 6.57 % at December 31, 2022) due 2024 , net (b) — 413.9 Less: Current maturities 4.2 — Long-term debt, net of current maturities, debt $ 398.7 $ 413.9 (a) The Extended Term Loan Facility (as defined below), scheduled to mature on May 22, 2026 , was recorded net of unamortized discount of $ 8.9 million and net of unamortized deferred financing fees of $ 1.5 million as of December 31, 2023 . The fair market value of the Company’s debt under the Extended Term Loan Facility was $ 415.0 million as of December 31, 2023. (b) The Amended and Restated Term Loan Facility (as defined below) as of December 31, 2022 was recorded net of unamortized discount of $ 0.6 million and net of unamortized deferred financing fees of $ 0.8 million . Term Loan Facility On June 12, 2023, (the “Term Loan Amendment Effective Date”) Emerald X, Inc. (“Emerald X”), a wholly-owned subsidiary of the Company, entered into a Sixth Amendment (the “Term Loan Amendment”) to its Amended and Restated Credit Agreement by and among Emerald X, as Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017 (as amended from time to time, the “Amended and Restated Credit Agreement”). The Term Loan Amendment extended the maturity of the term loans outstanding under the Amended and Restated Credit Agreement (such term loan facility, as effect prior to the Term Loan Amendment Effective Date, the “Amended and Restated Term Loan Facility”, and as extended by the Term Loan Amendment, the “Extended Term Loan Facility”) from May 22, 2024 to May 22, 2026 . The aggregate outstanding principal amount of the Extended Term Loan Facility was approximately $ 415.3 million as of the Term Loan Amendment Effective Date. Of the $ 415.3 million, $ 175.9 million was funded through a non-cash rollover from existing lenders and $ 239.4 million was funded through cash transactions. The Term Loan Amendment replaced the interest rate applicable to the term loans with a rate equal to, at the option of Emerald X, (i) the Term Secured Overnight Financing Rate (“Term SOFR”) plus 5.00 % per annum plus a credit spread adjustment of 0.10 % per annum or (ii) an alternate base rate (“ABR”) plus 4.00 % per annum. Prior to the Term Loan Amendment, the interest rate applicable to the term loans was a rate equal to, at the option of Emerald X, (i) LIBOR plus 2.75 % or 2.50 % per annum, depending on Emerald X’s first lien net leverage ratio or (ii) ABR plus 1.75 % or 1.50 % per annum, depending on Emerald X’s first lien net leverage ratio. The effective interest rate at December 31, 2023 and December 31, 2022 was 11.66 % and 6.89 %, respectively. The Extended Term Loan Facility proceeds of $ 415.3 million, net of $ 12.5 million of original issuance discount (“OID”), were used to repay the previously outstanding principal and interest under the Amended and Restated Term Loan Facility and third party fees of $ 3.5 million. Of the $ 12.5 million of OID paid, $ 2.1 million was recognized as loss on extinguishment of debt and $ 10.4 million will be amortized over the life of the Extended Term Loan Facility using the effective interest method. Of the $ 3.5 million in third party fees, $ 2.1 million was recognized as interest expense and $ 1.4 million will be amortized over the life of the Extended Term Loan Facility using the effective interest method. As of December 31, 2023 , there were no unpaid debt issuance costs. The loss on extinguishment of debt of $ 2.3 million for the year ended December 31, 2023 , included $ 2.1 million of OID related to the Extended Term Loan Facility and $ 0.2 million of previously capitalized OID and debt issuance costs which were allocated to lenders whose balances were extinguished. The Term Loan Amendment also reset scheduled quarterly payments, each equal to 0.25 % of the original principal amount of the Extended Term Loan Facility. Further, the Term Loan Amendment modified the prepayment provisions so that, upon the occurrence of a repricing transaction, subject to certain specified exceptions, Emerald X will have to pay a prepayment fee of 2 %, in the event of a repricing transaction occurring within the first twelve months after the Term Loan Amendment Effective Date, or 1 %, in the event of a repricing transaction occurring on a date that is between twelve months after the Term Loan Amendment Effective Date and eighteen months after the Term Loan Amendment Effective Date. No prepayment premium is payable for prepayments made after the eighteen month anniversary of the Term Loan Amendment Effective Date. Emerald X made no voluntary prepayments on the Extended Term Loan Facility during the year ended December 31, 2023. The Amended and Restated Term Loan Facility previously required repayment in equal quarterly installments of 0.25 % of the original principal amount, with the balance due at maturity. During the year ended December 31, 2022, Emerald X made a voluntary prepayment of $ 100.0 million on the Amended and Restated Term Loan Facility. The $ 100.0 million voluntary prepayment was made in first order of maturity and therefore settled all future quarterly installments until the Term Loan Amendment reset the scheduled quarterly payment obligation. Revolving Credit Facility On February 2, 2023, Emerald X entered into a Fifth Amendment (the “RCF Amendment”) to its Amended and Restated Credit Agreement. The RCF Amendment increased the aggregate amount of all revolving commitments under the Amended and Restated Credit Agreement from $ 100.4 million to $ 110.0 million. The increased revolving commitments have the same terms as the previously existing revolving commitments. The RCF Amendment did not change any other material terms of the Amended and Restated Credit Agreement. The Company paid $ 0.6 million in financing fees related to the RCF Amendment during the first quarter of 2023. Emerald X is required to pay a quarterly commitment fee in respect of the unutilized revolving commitments under the Amended and Restated Credit Agreement in an amount equal to 0.50 % per annum, calculated on the unused portion of the facility, which is reduced to 0.375 % upon achievement of a Total First Lien Ratio of 3.50 to 1.00. Upon the issuance of letters of credit under the Amended and Restated Credit Agreement, Emerald X is required to pay fronting fees, customary issuance and administration fees and a letter of credit fee equal to the then-applicable margin (as determined by reference to Term SOFR) for the Amended and Restated Credit Agreement. Emerald X had no outstanding borrowings under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2023 and 2022 . Emerald X had $ 1.0 million in stand-by letters of credit outstanding under the revolving portion of its Amended and Restated Credit Agreement as of December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022 , revolving borrowings under the Amended and Restated Credit Agreement were subject to an interest rate equal to Term SOFR plus 2.25 % or ABR plus 1.25 %. As of December 31, 2023 , Emerald X had $ 109.0 million in additional revolving borrowing capacity under the Amended and Restated Credit Agreement (after giving effect to $ 1.0 million of outstanding letters of credit). Guarantees; Collateral; Covenants; Events of Default All obligations under the Amended and Restated Senior Secured Credit Facilities are guaranteed by Emerald X’s direct parent company and, subject to certain exceptions, by all of Emerald X’s direct and indirect wholly owned domestic subsidiaries. As of December 31, 2023, all of Emerald X’s domestic subsidiaries and Emerald X’s direct parent have provided guarantees. Subject to certain limitations, the obligations under the Amended and Restated Senior Secured Credit Facilities are secured by a perfected first priority security interest in substantially all tangible and intangible assets owned by Emerald X or by any guarantor. The Amended and Restated Senior Secured Credit Facilities contain customary incurrence-based negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on asset sales; limitations on dividends and other restricted payments; limitations on investments, loans and advances; limitations on repayments of subordinated indebtedness; limitations on transactions with affiliates; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, the Extended Revolving Credit Facility contains a financial covenant requiring Emerald X to comply with a 5.50 to 1.00 total first lien net secured leverage ratio test. This financial covenant is tested quarterly only if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the Extended Revolving Credit Facility (net of up to $ 10.0 million of outstanding letters of credit) exceeds 35 % of the total commitments thereunder. As of December 31, 2023, this financial covenant has not been triggered and Emerald X was in compliance with all covenants under the Amended and Restated Senior Secured Credit Facilities. Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2023 . During the years ended December 31, 2023, 2022 and 2021 , Emerald X made no revolving loan borrowings or revolving loan repayments under the Amended and Restated Credit Agreement. Interest Expense Interest expense reported in the consolidated statements of (loss) income and comprehensive (loss) income consists of the following: Year Ended December 31, (in millions) 2023 2022 2021 Extended Term Loan Facility $ 23.8 $ — $ — Amended and Restated Term Loan Facility 13.9 22.3 13.8 Term Loan Amendment third party fees 2.1 — — Non-cash interest for amortization of debt discount 3.0 1.7 1.5 Revolving credit facility interest and commitment fees 0.5 0.5 0.6 Total interest expense $ 43.3 $ 24.5 $ 15.9 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 8. Leases The Company accounts for leases in accordance with ASC 842: Leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company’s leases consist of operating leases for office space and certain equipment. The Company does not have any financing leases. For arrangements where the Company is the lessee, a right-of-use lease asset, representing the underlying asset during the lease term, and a right-of-use lease liability, representing the payment obligation arising from the lease, are reported on the balance sheet at lease commencement based on the present value of the payment obligation. Right-of-use lease assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company’s leases have a remaining contractual term of 1 years to 5 years, some of which include options to extend the lease term for up to five years and options to terminate. The options to extend certain lease terms or terminate certain leases are at the sole discretion of the Company. As the Company is not reasonably certain that it will exercise these options, none of the options to modify the lease terms are included in the Company’s right-of-use lease assets and right-of-use lease liabilities as of December 31, 2023 . The Company’s weighted-average remaining lease term was 3.5 years and 3.9 years as of December 31, 2023 and 2022, respectively. Short-term operating leases with a contractual term of 12 months or less are not reported on the balance sheet, but instead are expensed as incurred and included as selling, general and administrative expense on the consolidated statements of (loss) income and comprehensive (loss) income and are considered rent expense. Short-term operating lease costs were not material for the years ended December 31, 2023, 2022 and 2021 , respectively. Leases with a duration of less than one month are not included in rent expense. Operating lease cost is recognized on a straight-line basis over the related lease term. Rent expense was $ 4.2 million, $ 7.5 million, and $ 5.2 million for the years ended December 31, 2023, 2022 and 2021 , respectively. The Company reported $ 1.2 million in rent expense on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues for the years ended December 31, 2023, 2022 and 2021 and $ 3.0 million, $ 6.3 million, and $ 4.0 million in rent expense on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense for the years ended December 31, 2023, 2022 and 2021, respectively. During the years ended December 31, 2023 and 2022 , the Company recorded $ 0.9 million and $ 3.0 million, respectively, of loss on lease abandonment for operating lease ROU assets related to offices closed in 2023 and 2022, respectively, which are reported on the consolidated statements of (loss) income and comprehensive (loss) income as selling, general and administrative expense. The Company did no t record a loss on lease abandonment during the year ended December 31, 2021. Certain of the Company’s lease agreements include variable lease payments. Variable lease costs were $ 0.2 million for the each of the years ended December 31, 2023, 2022 and 2021. Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2023 were as follows: (in millions) December 31, 2024 $ 4.0 2025 4.0 2026 3.8 2027 1.6 2028 0.4 Thereafter 0.1 Minimum lease payments $ 13.9 Less: Imputed interest ( 1.0 ) Present value of minimum lease payments $ 12.9 Supplemental cash flow and other information related to leases were as follows: December 31, (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of Cash paid reported as operating activities on the $ 4.6 $ 5.4 $ 4.1 Right-of-use lease assets obtained in exchange for new $ 1.9 $ 1.9 $ 3.4 The discount rate implicit within the Company’s leases is generally not determinable; therefore, the Company determined the discount rate based on its incremental collateralized borrowing rate using the portfolio approach. The Company’s weighted-average discount rate used to measure right-of-use lease liabilities was 5.1 % and 4.8 % as of December 31, 2023 and 2022 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements As of December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 27.2 $ 27.2 $ — $ — Money market mutual funds (a) 177.0 177.0 — — Total assets at fair value $ 204.2 $ 204.2 $ — $ — Liabilities Market-based share awards liability (b) $ 0.8 $ — $ — $ 0.8 Contingent consideration (b) 6.9 — — 6.9 Total liabilities at fair value $ 7.7 $ — $ — $ 7.7 (a) The Company’s money market mutual funds of $ 177.0 million as of December 31, 2023 are included within cash and cash equivalents in the consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. (b) The market-based share awards liability of $ 0.8 million as of December 31, 2023 is included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ 0.2 million as of December 31, 2023 is included within contingent consideration in the consolidated balance sheets and contingent consideration of $ 6.7 million is included within other noncurrent liabilities in the consolidated balance sheets. As of December 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 31, 2022 (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 147.5 $ 147.5 $ — $ — Money market mutual funds (a) 91.6 91.6 — — Total assets at fair value $ 239.1 $ 239.1 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.3 — — 12.3 Total liabilities at fair value $ 12.7 $ — $ — $ 12.7 (a) The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. (b) Included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. The contingent consideration liability of $ 6.9 million as of December 31, 2023 consists of liabilities of $ 0.2 million, $ 0.1 million and $ 6.6 million, which are expected to be paid in 2024, 2025 and 2027, respectively. As of December 31, 2023 and 2022 , the contingent consideration liability related to the acquisition of Advertising Week was $ 4.9 million and $ 6.9 million, respectively, which consisted of two potential payments, the 2023 payment and the 2026 payment. During 2023, the specified EBITDA target for the 2023 payment was not met and therefore this amount as of December 31, 2023 represents the estimated 2026 payment. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5 -year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026 payment is expected to be settled in the second quarter of 2027. The 2026 payment is not capped as it is based on increases in EBITDA. Therefore, there is no pre-determined upper limit to the undiscounted range. During 2022, the average EBITDA growth targets for the MJBiz contingent consideration liability were not met and therefore the fair value of the contingent consideration liability was zero as of December 31, 2022. Contingent consideration related to the Company’s other acquisitions amounted to $ 2.0 million and $ 1.6 million as of December 31, 2023 and 2022 , respectively. These contingent payments are based on the achievement of various revenue or EBITDA growth metrics. The Company expects to pay $ 0.2 million, $ 0.1 million and $ 1.7 million, in 2024, 2025 and 2027, respectively, related to these contingent consideration liabilities as of December 31, 2023 . The Company paid $ 3.7 million in contingent consideration during the second quarter of 2023 in relation to the Company’s acquisition of PlumRiver. The contingent consideration paid during the first quarter of 2023 in relation to the Company’s acquisition of EDspaces was not material. The Company’s contingent consideration liabilities are remeasured based on the methodologies described above at the end of each reporting period. As a result of these remeasurements, during 2023, 2022 and 2021 , the Company recorded a $ 2.4 million and $ 33.6 million decrease in the fair value of its contingent consideration liabilities and a $ 2.3 million increase in the fair value of its contingent consideration liabilities, respectively, which is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The table below summarizes the changes in fair value of the Company’s contingent consideration liabilities during the years ended December 31, 2023, 2022 and 2021: (in millions) 2023 2022 2021 Balance at beginning of period $ 12.3 $ 36.2 $ 13.3 Payment of contingent consideration ( 3.7 ) ( 6.5 ) ( 4.2 ) Fair value remeasurement adjustments ( 2.4 ) ( 33.6 ) 2.3 Business acquisition 0.7 6.9 24.8 Measurement period adjustment — 8.9 — Contingent compensation — 0.4 — Balance at end of period $ 6.9 $ 12.3 $ 36.2 The market-based share award liability was $ 0.8 million and $ 0.4 million as of December 31, 2023 and 2022, respectively. Changes in the fair value of the market-based share award liability is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The determination of the fair value of the market-based share award liability could change in future periods. See Note 12, Stock-Based Compensation , for additional information with respect to the market-based share awards. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10. Related-Party Transactions Investment funds affiliated with Onex Corporation (“Onex”) owned approximately 74.8 % of the Company’s outstanding common stock at December 31, 2023. In addition, as of December 31, 2023 , after giving effect to the Onex owned 69,718,919 shares of the Company’s redeemable convertible preferred stock, representing 183,697,428 shares of the Company’s common stock on an as-converted basis, after considering the accumulated accreting return at a rate per annum equal to 7 % on the accreted liquidation preference and paid in-kind. Onex’s beneficial ownership of the Company’s common stock, on an as-converted basis, is approximately 90.5 %. Affiliates of Onex Corporation held a 48.0 % ownership position in ASM Global (“ASM”), including SMG Food & Beverage, LLC, a wholly-owned subsidiary of ASM, which the Company has contracted with for catering services at certain of the Company’s trade shows and events and a 96.0 % ownership position in Convex Group Ltd. (“Convex”), which is one of the insurers in the syndicate that provides the Company’s insurance coverage. Additionally, certain of the Company’s future trade shows and other events may be held at facilities managed by ASM. During the years ended December 31, 2023 and 2022 , nine and seven events were staged at ASM-managed venues, respectively. The Company paid to ASM aggregate fees, inclusive of certain concessions, equal to $ 1.3 million, $ 1.4 million and $ 0.6 million during the years ended December 31, 2023, 2022 and 2021 , respectively. These payments are included in cost of revenues in the consolidated statements of (loss) income and comprehensive (loss) income. The Company had $ 0.3 million and zero fees due to ASM as of December 31, 2023 and 2022 , respectively. The Company made payments of $ 0.8 million, $ 0.3 million and $ 0.2 million to Convex during the years ended December 31, 2023, 2022 and 2021 , respectively. The Company had $ 0.3 million and zero due to Convex as of December 31, 2023 and 2022 , respectively. |
Stockholder's Deficit and Redee
Stockholder's Deficit and Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Stockholder's Deficit and Redeemable Convertible Preferred Stock | Note 11. Stockholders’ Deficit and Redeemable Convertible Preferred Stock Common Stock Issuances On May 3, 2017, the Company completed the initial public offering of its common stock and the Company’s stock began trading on the New York Stock Exchange under the symbol “EEX”. Redeemable Convertible Preferred Stock On June 10, 2020, the Company entered into an investment agreement (the “Investment Agreement”) with Onex Partners V LP (“Onex”), pursuant to which the Company agreed to (i) issue to an affiliate of Onex, in a private placement transaction (the “Initial Private Placement”), 47,058,332 shares of redeemable convertible preferred stock for a purchase price of $ 5.60 per share and (ii) effect a rights offering (“Rights Offering”) to holders of its outstanding common stock of one non-transferable subscription right for each share of the Company’s common stock held, with each right entitling the holder to purchase one share of redeemable convertible preferred stock at the Series A Price per share. Onex agreed to purchase (the “Onex Backstop”) any and all redeemable convertible preferred stock not subscribed for in the Rights Offering by stockholders other than affiliates of Onex at the Series A Price per share. On June 29, 2020 (the “First Closing Date”), Emerald received proceeds of $ 252.0 million, net of fees and expenses of $ 11.6 million, from the sale of redeemable convertible preferred stock to Onex in the Initial Private Placement. Emerald used $ 50.0 million of the net proceeds from the sale of redeemable convertible preferred stock to repay outstanding debt under the Revolving Credit Facility and expects to use the remaining proceeds for general corporate purposes, including organic and acquisition growth initiatives. The Rights Offering subscription period started and ended on July 7, 2020 and July 22, 2020, respectively. On July 24, 2020, the Company issued a further 1,727,427 shares of redeemable convertible preferred stock pursuant to the Rights Offering and received proceeds of approximately $ 9.7 million. Pursuant to the Onex Backstop, on August 13, 2020, an additional 22,660,587 shares of redeemable convertible preferred stock were sold to Onex in exchange for approximately $ 121.3 million, net of fees and estimated expenses of $ 5.6 million. The rights of the redeemable convertible preferred stock are summarized below. Liquidation Preference Upon liquidation or dissolution of the Company, the holders of redeemable convertible preferred stock are entitled to receive the greater of (a) the accreted liquidation preference, and (b) the amount the holders of redeemable convertible preferred stock would have received if they had converted their redeemable convertible preferred stock into common stock immediately prior to such liquidation or dissolution. Dividends Each share of redeemable convertible preferred stock will accumulate dividends at a rate per annum equal to 7 % of the accreted liquidation preference, compounding quarterly, by adding to the accreted liquidation preference until July 1, 2023, and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. During the year ended December 31, 2023 , the Company recorded accretion of $ 16.7 million with respect to the redeemable convertible preferred stock, bringing the aggregate liquidation preference to $ 492.6 million as of December 31, 2023. During the year ended December 31, 2022 , the redeemable convertible preferred stock accumulated $ 31.8 million worth of dividends, bringing the aggregate accreted liquidation preference to $ 475.9 million as of December 31, 2022. The Company’s Board of Directors approved the payment in cash of a dividend on the Company’s redeemable convertible preferred stock (the “Preferred Stock” and such dividend, the “Preferred Cash Dividend”) for each of the periods ending September 30, 2023, and December 31, 2023, respectively, and the Company paid Preferred Stock Cash Dividends for a total of $ 8.6 million, or $ 0.12 per share, in each such period. Of this amount, approximately $ 8.4 million in the aggregate was paid to Onex-related entities in each such period. Holders of redeemable convertible preferred stock are also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis, and no dividends may be paid to holders of common stock unless the aggregate accreted liquidation preference on the redeemable convertible preferred stock has been paid or holders of a majority of the outstanding redeemable convertible preferred stock have consented to such dividends. There were no preferred stock dividends declared or paid for the years ended December 31, 2022 and 2021 . The following is a summary of the preferred stock dividends paid for the year ended December 31, 2023: 2023 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on — — August 1, 2023 November 3, 2023 Stockholders of record on — — August 1, 2023 November 3, 2023 Dividend paid on — — September 29, 2023 December 28, 2023 Dividend per share $ — $ — $ 0.1200 $ 0.1200 Cash dividend paid $ — $ — $ 8.6 $ 8.6 Conversion Features Shares of the redeemable convertible preferred stock may be converted at the option of the holder into a number of shares of common stock equal to (a) the amount of the accreted liquidation preference, divided by (b) the applicable conversion price. Each share of redeemable convertible preferred stock had an initial liquidation preference of $ 5.60 and were initially convertible into approximately 1.59 shares of common stock, which is equivalent to the initial liquidation preference per share of $ 5.60 divided by the initial conversion price of $ 3.52 per share. The conversion price is subject to customary anti-dilution adjustments upon the occurrence of certain events, including downward adjustment in the event the Company issues securities, subject to exceptions, at a price that is lower than the fair market value of such securities. If, at any time following the third anniversary of the First Closing Date the closing price per share of the Company’s common stock exceeds 175 % of the then-applicable conversion price for at least 20 consecutive trading days, the Company may, at its option, and subject to certain liquidity conditions, cause any or all of the then-outstanding shares of redeemable convertible preferred stock to be converted automatically into common stock at the then-applicable conversion price. Redemption Features The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary of the First Closing Date, 105 % of the accreted liquidation preference, (b) on or after the seven-year anniversary of the First Closing Date, 103 % of the accreted liquidation preference or (c) on or after the eight-year anniversary of the First Closing Date, the accreted liquidation preference. In addition, if there is a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the First Closing Date. If, after the Company ceases to have a controlling stockholder group, there is a change of control transaction involving the Company, holders of redeemable convertible preferred stock may elect to (x) convert their redeemable convertible preferred stock into shares of common stock at the then-current conversion price or (y) require the Company to redeem the redeemable convertible preferred stock for cash, at a price per share equal to the then-unpaid accreted liquidation preference. Although only Unaffiliated Directors (as defined below) can be involved in any decisions with respect to the Company’s rights to exercise the redemption features, the holders of the redeemable convertible preferred stock control the majority of the votes through representation on the board of directors. Therefore, the redeemable convertible preferred stock is required to be accreted to its redemption price on the date the redemption option first becomes exercisable. For the fiscal years ending December 31, 2023 and 2022, the Company recorded $ 42.0 million and $ 38.8 million , respectively, in deemed dividends, representing the accretion of the redeemable convertible preferred stock to the redemption value. Voting Rights Certain matters will require the approval of holders of a majority of the redeemable convertible preferred stock, including (i) amendments to the Company’s organizational documents in a manner adverse to the redeemable convertible preferred stock, (ii) the creation or issuance of senior or parity equity securities or (iii) the issuance of any convertible indebtedness, other class of redeemable convertible preferred stock or other equity securities in each case with rights to payments or distributions in which the redeemable convertible preferred stock would not participate on a pro-rata, as-converted basis. In addition, for so long as the redeemable convertible preferred stock represents more than 30 % of the outstanding common stock on an as-converted basis, without the approval of a majority of the directors elected by the holders of the redeemable convertible preferred stock, the Company may not (i) incur new indebtedness to the extent certain financial metrics are not satisfied, (ii) redeem or repurchase any equity securities junior to the redeemable convertible preferred stock, (iii) enter into any agreement for the acquisition or disposition of assets or businesses involving a purchase price in excess of $ 100 million, (iv) hire or terminate the chief executive officer of the Company or (v) make a voluntary filing for bankruptcy or commence a dissolution of the Company. For so long as the redeemable convertible preferred stock represents a minimum percentage of the outstanding shares of common stock on an as-converted basis as set forth in the Certificate of Designations relating to the redeemable convertible preferred stock, the holders of the redeemable convertible preferred stock shall have the right to appoint up to five members of the Company’s Board of Directors (the “Board”). All decisions of the Company’s Board with respect to the exercise or waiver of the Company’s rights relating to the redeemable convertible preferred stock shall be determined by a majority of the Company’s directors that are not employees of the Company or affiliated with Onex (“Unaffiliated Directors”), or a committee of Unaffiliated Directors. As part of the transactions contemplated by the Investment Agreement, the Company and Onex entered into a Registration Rights Agreement whereby Onex is entitled to certain demand and piggyback registration rights in respect of the redeemable convertible preferred stock and the shares of common stock issuable upon conversion thereof. Dividends There were no dividends paid or declared with respect to the Company’s common stock for the years ended December 31, 2023, 2022 and 2021. Share Repurchases November 2023 Share Repurchase Program Extension and Expansion (“November 2023 Share Repurchase Program”) In November 2023, the Company’s Board approved an extension and expansion of its share repurchase program, which allows for the repurchase of $ 25.0 million of the Company’s common stock through December 31, 2024, subject to early termination or extension by the Board. The Company did no t repurchase any shares during the year ended December 31, 2023 under this extension and expansion; however, the Company repurchased 5,064,140 shares for $ 16.9 million during the year ended December 31, 2023 under the October 2022 Share Repurchase Program described below. There was $ 25.0 million remaining available for share repurchases under the November 2023 Share Repurchase Program as of December 31, 2023. The share repurchase program may be suspended or discontinued at any time without notice. October 2022 Share Repurchase Program Extension and Expansion (“October 2022 Share Repurchase Program”) On October 26, 2022, the Company’s Board approved an extension and expansion of its share repurchase program, which allows for the repurchase of $ 20.0 million of the Company’s common stock through December 31, 2023, subject to early termination or extension by the Board. As described above, t he Company repurchased 5,064,140 shares for $ 16.9 million during the year ended December 31, 2023 under this repurchase program. The Company settled the repurchase of 21,393 shares for $ 0.1 million during the year ended December 31, 2022 under this repurchase program, and a further 2,861,448 shares for $ 10.3 million pursuant to the October 2020 Share Repurchase Program, during the year ended December 31, 2022. October 2020 Share Repurchase Program In October 2020, the Company’s Board authorized and approved a $ 20.0 million share repurchase program. In October 2021, the Company’s Board approved the extension and expansion of the October 2020 Share Repurchase Program, which allowed for the repurchase of an additional $ 20.0 million of the Company’s common stock through December 31, 2022. The Company repurchased 2,861,448 shares for $ 10.3 million during the year ended December 31, 2022 under this repurchase program, as described above. The Company settled the repurchase of 2,498,118 shares for $ 12.4 million during the year ended December 31, 2021 under this repurchase program. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Employee Benefit Plans 2013 Stock Option Plan (the “2013 Plan”) and 2017 Omnibus Equity Plan (the “2017 Plan”) Effective June 17, 2013, the Board approved the adoption of the 2013 Plan. Following the Company’s IPO, the 2013 Plan is no longer used for granting new awards. Vesting of all option grants begins at the first anniversary of the date of grant. Options granted under the 2013 Plan vest 20 % per year over five years . In April 2017, the Board approved the 2017 Plan. The Company’s stockholders approved the 2017 Plan and it became effective in connection with the Company’s initial public offering. Under the 2017 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock, restricted stock units (“RSUs”) and stock appreciation rights, dividend equivalent rights, share awards and performance-based awards to employees, directors or consultants. The Company initially reserved 5,000,000 shares of its common stock for issuance under the 2017 Plan. During 2021, the 2017 Plan was amended and restated principally to provide for an increase in the number of shares of the Company’s common stock reserved for issuance under the 2017 Plan by 13,000,000 shares. During 2023, the 2017 Plan was further amended and restated principally to provide for an increase in the number of shares of the Company’s common stock reserved for issuance under the 2017 Plan by 4,900,000 shares. A total of 2,133,774 shares were available for future grant under the 2017 Plan as of December 31, 2023. The Board determines eligibility, vesting schedules and exercise prices for award grants. Option grants have a contractual term of 10 years from the date of grant. Under the 2017 Plan, options are granted with the exercise price being equal to or greater than the fair market value of the Company’s common stock at the date of grant. Vesting of all option grants begins at the first anniversary of the grant date. Options granted under the 2017 Plan vest pro rata over a term of either three , four or five years . 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $ 150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10 % discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. ESPP expense recognized by the Company was no t material for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 , the Company has issued 141,804 shares to employees under the ESPP. Stock Options The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2023 Range Weighted-Average Expected volatility 34.7 % to 38.6 % Dividend yield — Risk-free interest rate 3.5 % to 4.5 % Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.49 Year Ended December 31, 2022 Range Weighted-Average Expected volatility 31.5 % to 34.5 % Dividend yield — Risk-free interest rate 1.4 % to 3.7 % Expected term (in years) 5.5 to 9.1 Weighted-average fair value at grant date $ 1.09 Year Ended December 31, 2021 Range Weighted-Average Expected volatility 29.0 % to 38.4 % Dividend yield — Risk-free interest rate 0.4 % to 1.4 % Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.47 There were 7,195,786 stock options granted during the year ended December 31, 2023 . There were 6,231,142 stock options vested and exercisable at December 31, 2023. There were 990,000 and 11,969,828 stock options granted during the years ended December 31, 2022 and 2021 , respectively. There were 4,959,488 and 2,602,368 stock options vested and exercisable at December 31, 2022 and 2021, respectively. Stock option activity for the year ended December 31, 2023 was as follows: Weighted-Average Number of Exercise Remaining Aggregate (thousands) (years) (millions) Outstanding at December 31, 2022 14,555 $ 7.90 7.1 $ — Granted 7,196 3.82 Exercised ( 32 ) 4.66 Forfeited/Expired ( 1,928 ) 9.70 Outstanding at December 31, 2023 19,791 $ 6.25 7.4 $ 15.7 Exercisable at December 31, 2023 6,231 $ 8.89 5.7 $ 0.1 Information regarding fully vested and expected to vest stock options as of December 31, 2023 was as follows: Exercise Price Number of Weighted (share data in thousands) (years) $ 2.87 - $ 5.02 7,247 8.01 $ 5.07 - $ 7.61 7,236 6.70 $ 8.00 - $ 12.00 3,987 5.17 $ 12.47 - $ 18.71 932 3.98 $ 22.08 - $ 33.12 389 3.82 19,791 The aggregate intrinsic value is the amount by which the fair value of the common stock exceeded the exercise price of the options at December 31, 2023, for those options for which the market price was in excess of the exercise price. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. During the years ended December 31, 2023, 2022 and 2021 , the Company recorded stock-based compensation expense related to stock options of $ 6.2 million, $ 3.8 million and $ 6.4 million, respectively, which is included in selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized was $ 1.9 million, $ 1.0 million and $ 1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The aggregate weighted average grant date fair value of stock options vested during the years ended December 31, 2023, 2022 and 2021 was $ 3.7 million, $ 4.9 million and $ 1.8 million, respectively. There was a total of $ 12.5 million unrecognized stock-based compensation expense at December 31, 2023 related to unvested stock options expected to be recognized over a weighted-average period of 2.7 years. Restricted Stock Units The Company grants RSUs that contain service conditions to certain executives and employees. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period is probable of being satisfied. Stock-based compensation expense related to RSUs recognized in the years ended December 31, 2023, 2022 and 2021 was $ 1.2 million, $ 1.9 million and $ 4.0 million, respectively. RSU activity for the year ended December 31, 2023 was as follows: (share data in thousands, except per share data) Number of Weighted Average Unvested balance, December 31, 2022 878 $ 6.87 Granted 115 3.93 Forfeited ( 36 ) 9.80 Vested ( 416 ) 7.03 Unvested balance, December 31, 2023 541 $ 5.95 There was a total of $ 0.8 million unrecognized stock-based compensation expense at December 31, 2023 related to unvested RSUs expected to be recognized over a weighted-average period of 1.2 years. Market-based Share Awards In January 2020, the Company granted performance-based market condition share awards to one senior executive under the 2017 Omnibus Equity Plan, which entitle this employee the right to receive shares of common stock equal to a maximum value of $ 4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. The performance-based market condition share awards granted in January 2020 remain unvested with an estimated weighted average conversion threshold of $ 21.09 per share, which would result in an estimated 45,718 shares of common stock to be issued upon vesting. Each of the estimated 45,718 shares of common stock has a weighted-average grant date fair value of $ 24.53 per share. In June 2019, the Company granted performance-based market condition share awards to two senior executives under the 2017 Omnibus Equity Plan, which entitle these employees the right to receive shares of common stock equal to a maximum value of $ 16.9 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. In December 2019, the performance-based market condition share awards for one of these senior executive was increased, which increased the maximum value of the performance-based market condition share awards to $ 18.9 million, in the aggregate. During the year ended December 31, 2020, performance-based market condition share awards with maximum value of $ 14.0 million, with an estimated 157,677 shares of common stock that would have been issued were forfeited. The remaining June 2019 award entitle this employee the right to receive shares of common stock equal to a maximum value of $ 4.9 million in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period. As of December 31, 2023 , all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $ 21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock have a weighted-average grant date fair value of $ 24.77 per share. The Company recorded stock-based compensation expense related to performance-based market condition share awards of $ 0.4 million, zero and zero , respectively, for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023 , the Company has performance-based market condition share awards outstanding with a maximum value of $ 9.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety-day trading period to two senior executives. As of December 31, 2023 , all outstanding performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $ 21.08 per share, which would result in an estimated 78,041 shares of common stock to be issued upon vesting. Each of the estimated 78,041 shares of common stock has a weighted-average grant date fair value of $ 24.77 per share. The performance-based market condition share awards consist of four tranches with four separate specified award values that become payable upon achievement of the specified closing share price targets, which range from $ 18.00 per share to $ 24.00 per share. If the applicable targeted closing share price is attained over sixty days during a ninety-day trading period, that tranche of the award vests and the employees holding the awards receive shares of common stock equal to the specified award values (calculated based on the closing price per share on the trading day on which the relevant vesting condition was satisfied). In connection with the vesting, if any, of each award tranche, the Company expects to issue new shares of common stock to settle the vested awards. The total number of shares that will be awarded upon vesting will depend on the closing price per share on the trading day on which the relevant vesting condition is satisfied. These performance-based market condition share awards have a contractual term of ten years . The performance-based market condition awards are classified as liability awards, which are measured at fair value, and are remeasured to an updated fair value at each reporting period. As of December 31, 2023 and 2022, the liability for these awards was $ 0.8 million and $ 0.4 million , respectively, and is reported on the consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The aggregate fair value of the awards at the grant date was $ 1.9 million. The aggregate fair value of the awards as of December 31, 2023 and 2022 was $ 1.3 million and $ 0.5 million, respectively. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. As of December 31, 2023 , the weighted average remaining service period is 4.0 years in aggregate. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions, including in the event of a change in control. The weighted average assumptions used in determining the fair value for the performance-based market condition share awards granted in 2020 and 2019 and remeasured at December 31, 2023 were as follows: Grant Date December 31, Expected volatility 41.7 % 66.2 % Dividend yield 1.1 % — Risk-free interest rate 1.3 % 3.9 % The weighted-average expected term of the Company’s performance-based market condition share awards was 3.7 years at grant date, which represents the weighted-average of the derived service periods for the share awards. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13. Earnings Per Share Basic earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. Certain shares related to some of the Company’s outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance-based market condition share awards is dilutive for the respective reporting periods. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options, using the treasury stock method and the average market price of the Company's common stock during the applicable period. Certain shares related to some of the Company's outstanding employee share awards were excluded from the computation of diluted earnings per share because they were antidilutive in the periods presented but could be dilutive in the future. Performance-based market condition share awards are considered contingently issuable shares, which would be included in the denominator for earnings per share if the applicable market conditions have been achieved, and the inclusion of any performance based market condition share awards is dilutive for the respective reporting periods. For the years ended December 31, 2023, 2022 and 2021 , unvested performance-based market condition share awards were excluded from the calculation of diluted earnings per share because the market conditions had not been met. There were 71,402,907 redeemable convertible preferred stock shares outstanding which were convertible into 139,939,471 shares of common stock at December 31, 2023. These preferred stock shares were anti-dilutive for the years ended December 31, 2023, 2022 and 2021 and are therefore excluded from the diluted (loss) income per common share calculation. The details of the computation of basic and diluted (loss) income per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2023 2022 2021 Net (loss) income and comprehensive (loss) income $ ( 8.2 ) $ 130.8 $ ( 79.7 ) Accretion to redemption value of redeemable ( 42.0 ) ( 38.8 ) ( 35.6 ) Participation rights on if-converted basis — ( 60.2 ) — Net (loss) income and comprehensive (loss) income $ ( 50.2 ) $ 31.8 $ ( 115.3 ) Weighted average common shares outstanding 63,959 69,002 71,309 Basic (loss) income per share $ ( 0.78 ) $ 0.46 $ ( 1.62 ) Net (loss) income and comprehensive (loss) income $ ( 50.2 ) $ 31.8 $ ( 115.3 ) Diluted effect of stock options — 146 — Diluted weighted average common shares 63,959 69,148 71,309 Diluted (loss) income per share $ ( 0.78 ) $ 0.46 $ ( 1.62 ) Anti-dilutive employee share awards excluded 19,704 14,858 15,023 |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plans | Note 14. Defined Contribution Plans The Company has a 401(k) savings plan, the Emerald Expositions, LLC 401(k) Savings Plan (the “Emerald Plan”), that was formed on January 1, 2014. The Company matches 50 % of up to 6 % of an eligible plan participant’s compensation for the contribution period. In March 2020, the Company suspended the Company’s 401(k) match for all participants. The Company’s 401(k) match was reinstated in August 2021. For each of the years ended December 31, 2023, 2022 and 2021 , the Company recorded compensation expense of $ 1.8 million, $ 1.6 million and $ 1.3 million, respectively, for the employer matching contribution. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company’s (loss) income before income taxes expense (benefit) from its United States and foreign operations are as follows: Year Ended December 31, (in millions) 2023 2022 2021 United States $ ( 3.0 ) $ 158.2 $ ( 82.1 ) Foreign 0.1 ( 0.2 ) 1.1 Total $ ( 2.9 ) $ 158.0 $ ( 81.0 ) The Company’s current and deferred income tax provision (benefit) were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Current Federal $ 2.4 $ 20.8 $ ( 1.4 ) State and local 1.6 6.1 0.2 Foreign — — 0.3 4.0 26.9 ( 0.9 ) Deferred Federal 1.8 0.2 ( 0.2 ) State and local ( 0.5 ) 0.2 ( 0.2 ) Foreign — ( 0.1 ) — 1.3 0.3 ( 0.4 ) Total provision for (benefit from) income taxes $ 5.3 $ 27.2 $ ( 1.3 ) The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision (benefit) are set forth below: Year Ended December 31, (in millions) 2023 2022 2021 (Loss) income before income taxes $ ( 2.9 ) $ 158.0 $ ( 81.0 ) U.S. statutory tax rate 21.0 % 21.0 % 21.0 % Taxes at the U.S. statutory rate ( 0.6 ) 33.2 ( 17.0 ) Tax effected differences State and local taxes, net of federal benefit 0.8 7.3 ( 3.2 ) Share-based payments 0.3 0.6 0.5 Nondeductible goodwill impairment — 1.1 0.9 Change in valuation allowance 3.7 ( 16.5 ) 18.7 Return to provision adjustments 0.3 0.1 0.1 Change in tax rates 0.5 0.3 ( 0.4 ) Change in uncertain tax positions — — ( 1.3 ) Nondeductible expenses 0.4 1.1 0.3 Other, net ( 0.1 ) — 0.1 Total provision for (benefit from) income taxes $ 5.3 $ 27.2 $ ( 1.3 ) The fluctuations of the Company’s income tax benefits and effective tax rates between the years ended December 31, 2023, 2022 and 2021, are primarily attributable to certain nondeductible expenses recorded by the Company (e.g., portion of the goodwill impairment charges that is nondeductible for tax purposes recorded during the years ended December 31, 2022 and 2021). Additionally, changes in the relative mix of the Company’s operations in and among various U.S. state and local jurisdictions impact the Company’s state and local income tax benefit. Due to a lack of available sources of future taxable income, the Company recorded a full valuation allowance against its net balance of deferred tax assets. The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2023 2022 Deferred tax assets Net operating loss carryforwards $ 1.0 $ 0.3 Deferred compensation 0.6 1.8 Stock-based compensation 9.6 8.6 Fixed asset depreciation 0.2 — Lease liabilities 3.2 3.9 Accrued expenses 0.2 1.0 Goodwill and intangible assets 8.6 14.4 Section 163(j) interest carryover 6.7 — Other assets 0.6 0.2 Total deferred tax assets 30.7 30.2 Deferred tax liabilities Right-of-use lease assets ( 2.1 ) ( 2.7 ) Fixed asset depreciation — ( 1.3 ) Total deferred tax liabilities ( 2.1 ) ( 4.0 ) Valuation allowance ( 31.7 ) ( 28.0 ) Deferred tax liabilities, net $ ( 3.1 ) $ ( 1.8 ) Recognized as Deferred income taxes, noncurrent $ ( 3.1 ) $ ( 1.8 ) In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to lack of available sources of taxable income, the Company recorded a full valuation allowance against its net deferred tax assets as sufficient uncertainty exists regarding the future realization of these assets. As of December 31, 2023 and 2022, the Company recorded a valuation allowance of $ 31.7 million and $ 28.0 million , respectively. The increase in the valuation allowance was due to Section 163(j) interest carryover, which was partially offset by book-to-tax differences related to goodwill and intangible assets. As of December 31, 2023 and 2022 , the Company had zero U.S. federal net operating loss carryforwards. As of December 31, 2023 and 2022 , the Company had U.S. state net operating loss carryforwards of $ 16.0 million and $ 2.7 million, respectively. The U.S. state net operating loss carryforward begins to expire in 2025 . The Company does no t have any income tax credit carryforwards. The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021: December 31, (in millions) 2023 2022 2021 Gross unrecognized tax benefits, beginning of period $ — $ — $ 1.1 Decreases related to prior year tax positions — — ( 1.1 ) Increases related to current year tax provisions — — — Gross unrecognized tax benefits, end of period $ — $ — $ — For the years ended December 31, 2023, 2022 and 2021, interest and penalties were not significant. The Company records interest and penalties on unrecognized tax benefits within the benefit from income taxes in the consolidated statements of (loss) income and comprehensive (loss) income. As of December 31, 2023, the Company does not have unrecognized tax benefits. The Company does not expect unrecognized tax benefits to change significantly over the next 12 months. The Company is subject to U.S. federal income tax and various state and local taxes in numerous jurisdictions. The Company’s federal tax returns for 2020 through 2023 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2020 through 2023 remain open and are subject to income tax examinations by state taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16. Commitments and Contingencies Operating Leases and Other Contractual Obligations The Company has entered into operating leases for office space and office equipment and other contractual obligations primarily to secure venues for the Company’s trade shows and events. These agreements are not unilaterally cancelable by the Company, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2023: Years Ending December 31, (in millions) 2024 2025 2026 2027 2028 Thereafter Total Operating leases $ 4.0 $ 4.0 $ 3.8 $ 1.6 $ 0.4 $ 0.1 $ 13.9 Other contractual obligations 42.0 20.6 9.4 0.8 0.3 — 73.1 $ 46.0 $ 24.6 $ 13.2 $ 2.4 $ 0.7 $ 0.1 $ 87.0 Rent expense incurred under operating leases was $ 4.2 million, $ 7.5 million and $ 5.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Litigation The Company is subject to litigation and other claims in the ordinary course of business. The Company records an accrual for loss contingencies for legal proceedings when it believes that an unfavorable outcome is both probable and the amount or range of any possible loss is reasonably estimable. The Company did not record an accrual for loss contingencies associated with legal proceedings as of December 31, 2023 and 2022. In the opinion of management, the Company is not presently a party to any material litigation and management is not aware of any pending or threatened litigation against the Company that would have a material adverse impact on the Company’s business, consolidated balance sheets, results of operations or cash flows. Other Commitments and Contingencies Refer to Note 9, Fair Value Measurements , for further discussion on the contingent considerations related to the Company’s acquisition of Lodestone, Bulletin, Advertising Week, MJBiz, and AV-IQ. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | Note 17. Accounts payable and other current liabilities Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2023 2022 Trade payables $ 24.1 $ 20.4 Other current liabilities 9.3 14.7 Accrued event costs 6.7 11.7 Accrued personnel costs 6.5 11.3 Total accounts payable and other current liabilities $ 46.6 $ 58.1 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 18. Segment Information The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers its Chief Executive Officer to be its CODM. Effective October 31, 2023, the Company’s management was reorganized and the discrete financial reporting information regularly provided to the CODM to facilitate his allocation of resources and assessment of performance was updated to reflect the new structure. As a result, there was a change in reporting segments. The CODM evaluates performance based on the results of three business lines, which represent the Company’s three operating segments. The Connections segment is the only operating segment which meets the criteria to be classified as a reportable segment. The Connections reportable segment includes all of Emerald’s trade shows and other live events. The other two operating segments, which provide diverse media services and e-commerce software solutions, do not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, as of December 31, 2023 and as such are referred to as “All Other.” Operating segment performance is evaluated by the Company’s CODM based on Adjusted EBITDA, a non-GAAP measure, defined as EBITDA exclusive of general corporate expenses, stock-based compensation expense, impairments and other items. These adjustments are primarily related to items that are managed on a consolidated basis at the corporate level. The exclusion of such charges from each segment is consistent with how the CODM evaluates segment performance. The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net (loss) income: Years Ended December 31, (in millions) 2023 (1) 2022 (1) 2021 (1,2) Revenues Connections $ 340.2 $ 282.6 $ 106.7 All Other 42.6 43.3 38.8 Total revenues $ 382.8 $ 325.9 $ 145.5 Other income, net Connections $ 2.8 $ 34.2 $ 77.4 All Other — — — Total other income, net $ 2.8 $ 34.2 $ 77.4 Adjusted EBITDA Connections $ 136.8 $ 133.0 $ 80.0 All Other 3.6 0.2 6.3 Subtotal Adjusted EBITDA $ 140.4 $ 133.2 $ 86.3 General corporate and other expenses $ ( 42.6 ) $ ( 42.2 ) $ ( 42.2 ) Other Income, net (3) — 148.6 — Interest expense, net ( 35.1 ) ( 21.8 ) ( 15.8 ) Loss on extinguishment of debt ( 2.3 ) — — Goodwill impairment charge — ( 6.3 ) ( 7.2 ) Intangible asset impairment charge — ( 1.6 ) ( 32.7 ) Depreciation and amortization expense ( 45.0 ) ( 59.5 ) ( 47.6 ) Stock-based compensation expense ( 7.8 ) ( 5.8 ) ( 10.4 ) Deferred revenue adjustment — ( 0.6 ) ( 2.0 ) Other items ( 10.5 ) 14.0 ( 9.4 ) (Loss) income before income taxes $ ( 2.9 ) $ 158.0 $ ( 81.0 ) (1) Current and prior years segment disclosures reflect the new reportable segment structure. (2) For the year ended December 31, 2021, the Content segment generated revenues and adjusted EBITDA of $ 27.7 million and $ 7.6 million, respectively. (3) On August 3, 2022, the Company reached an agreement for a one-time settlement of outstanding insurance litigation relating to event cancellation insurance for proceeds of $ 148.6 million. The one-time settlement payment was not specifically attributable to any of the Company’s outstanding event cancellation insurance claims and therefore was not recorded at the segment level. The other income, net related to this one-time settlement is not indicative of any one segment’s performance and is not included in the measure of segment profit and loss analyzed by the CODM on a regular basis. The Company’s CODM does not receive information with a measure of total assets or capital expenditures for each operating segment as this information is not used for the evaluation of operating segment performance as the Company’s operations are not capital intensive. Capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment. For the years ended December 31, 2023, 2022 and 2021 , substantially all revenues were derived from transactions in the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events The Company evaluates subsequent events up until the date the consolidated financial statements are issued. On January 19, 2024, the Company purchased the associated assets and liabilities of Hotel Interactive, a live events company specializing in hosted buyer events in the hotel, hospitality, food service and healthcare and senior living space. The purchase price consideration of the transaction was approximately $ 13.0 million plus future contingent payments based on business performance. The Company funded this transaction with cash from operations. The initial accounting and fair value measurements of assets acquired and liabilities assumed necessary to develop the purchase price allocation has not been completed. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial Information of Registrant | Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financi al Information of Registrant Condensed Balance Sheets December 31, 2023 and 2022 (dollars in millions, share data in thousands except par value) 2023 2022 Assets Current assets Receivable from related parties $ — $ — Total current assets — — Noncurrent assets Long term receivable from related parties — — Investment in subsidiaries 404.6 439.3 Total assets $ 404.6 $ 439.3 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit Current liabilities Payable to subsidiary $ — $ — Total current liabilities — — Noncurrent liabilities Long term payable to subsidiary — — Total liabilities $ — $ — Redeemable convertible preferred stock 7% Series A Convertible Participating Preferred Stock, 0.01 par value; authorized shares at December 31, 2023 and 2022: 80,000 ; 71,403 and 71,417 shares issued and outstanding; aggregate 492.6 million and $ 475.9 million at 497.1 472.4 Stockholders’ deficit Common stock, $ 0.01 par value; authorized shares at December 31, 2023 800,000 ; 62,915 and 67,588 shares issued and outstanding at 0.6 0.7 Additional paid-in capital 559.2 610.3 Accumulated deficit ( 652.3 ) ( 644.1 ) Total stockholders’ deficit ( 92.5 ) ( 33.1 ) Total liabilities, redeemable convertible preferred stock $ 404.6 $ 439.3 Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Condensed Statements of (Loss) Income and Comprehensive (Loss) Income December 31, 2023, 2022 and 2021 (dollars in millions) 2023 2022 2021 Revenues $ — $ — $ — Other income, net — — — Cost of revenues — — — Selling, general and administrative expense — — — Depreciation and amortization expense — — — Goodwill impairment charge — — — Intangible asset impairment charge — — — Operating income (loss) — — — Interest expense — — — Interest income — — — Loss on extinguishment of debt — — — Other expense — — — Loss on disposal of fixed assets — — — (Loss) income before income taxes — — — Provision for (benefit from) income taxes — — — Earnings before equity in net (loss) income and — — — Equity in net (losses) income and comprehensive (losses) ( 8.2 ) 130.8 ( 79.7 ) Accretion to redemption value of redeemable ( 42.0 ) ( 38.8 ) ( 35.6 ) Participation rights on if-converted basis — ( 60.2 ) — Net (loss) income and comprehensive (loss) income $ ( 50.2 ) $ 31.8 $ ( 115.3 ) Emerald Holding, Inc. (parent company only) Schedule I – Condensed Financial Information of Registrant Notes to Condensed Financial Statements December 31, 2023, 2022 and 2021 1. Basis of Presentation In the parent-company-only financial statements, Emerald Holding, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because Emerald Holding, Inc.’s net operating activities have no cash impact and there were no investing or financing cash flow activities during the fiscal years ended December 31, 2023, 2022 and 2021. Income taxes and non-cash stock-based compensation have been allocated to the Company’s subsidiaries for the fiscal years ended December 31, 2023, 2022 and 2021. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’ deficit when the stock contains contingent redemption features that are not solely within the Company’s control. Each share of redeemable convertible preferred stock will accumulate dividends at a rate per annum equal to 7% of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. For each of the quarterly periods ending September 30, 2023 and December 31, 2023, the Company elected to pay dividends on the redeemable convertible preferred stock in cash, in an aggregate amount of $ 8.6 million for each such quarterly period. The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary thereof, 105% of the accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103% of the accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there is a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the closing. 2. Guarantees and Restrictions The Company’s wholly owned subsidiary, Emerald X, Inc. (“Emerald X”), is the borrower under the Amended and Restated Senior Secured Credit Facilities, by and among Expo Event Midco, Inc. (“EEM”), Emerald X and Emerald X’s subsidiaries as guarantors, various lenders from time to time party thereto and Bank of America, N.A., as administrative agent, as amended from time to time. The Amended and Restated Senior Secured Credit Facilities include restrictions on the ability of Emerald X and its restricted subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends and make intercompany loans and advances or enter into other transactions, among other restrictions, in each case subject to certain exceptions. Under the Amended and Restated Senior Secured Credit Facilities, Emerald X is permitted to pay dividends so long as immediately after giving effect thereto, no default or event of default had occurred and was continuing, (a) up to an amount equal to, (i) a basket that builds based on 50 % of Emerald X’s Consolidated Net Income (as defined in the Amended and Restated Senior Secured Credit Facilities) and certain other amounts, subject to various conditions including compliance with a fixed charge coverage ratio of 2.0 to 1.0 and (b) in certain additional limited amounts, subject to certain exceptions set forth in the Amended and Restated Senior Secured Credit Facilities. Since the restricted net assets of Emerald X and its subsidiaries exceed 25 % of the consolidated net assets of the Company and its subsidiaries, the condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with the consolidated financial statements. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Emerald Holding, Inc. Schedule II – Valuation and Qualifying Accounts Additions Balance at Reclassification Charged to Charged to Deductions Balance at Description (in millions) Year Ended December 31, 2023: Allowance for credit losses $ 1.5 — 0.3 — ( 0.4 ) $ 1.4 Deferred tax asset valuation allowance $ 28.0 — — 3.7 — $ 31.7 Year Ended December 31, 2022: Allowance for credit losses $ 1.2 — 0.4 — ( 0.1 ) $ 1.5 Deferred tax asset valuation allowance $ 44.5 — — ( 16.5 ) — $ 28.0 Year Ended December 31, 2021: Allowance for doubtful accounts $ 1.1 — 0.4 — ( 0.3 ) $ 1.2 Deferred tax asset valuation allowance $ 25.8 — — 18.7 — $ 44.5 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. These consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions, accounts and profits, if any, have been eliminated in the consolidated financial statements. The Company had no items of other comprehensive (loss) income; as such, its comprehensive (loss) income is the same as net (loss) income for all periods presented. Results of our reportable segments for the years ended December 31, 2023, 2022 and 2021 reflect the updated segment presentation discussed below in Note 18, Segment Information . |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year’s presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends. The COVID-19 pandemic and related effects are dynamic and ongoing, and the Company has considered its impact when developing its estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts and in money market mutual funds, which at times may exceed federally insured limits. As of December 31, 2023 and 2022, the Company held $ 177.0 million and $ 91.6 million of money market mutual funds, respectively, which are highly liquid and quoted in active markets. The Company considers cash deposits in banks and money market mutual funds with original maturities at purchase of three months or less to be cash equivalents. As of December 31, 2023 and 2022 , amounts receivable from credit card processors, totaling $ 0.4 million and $ 0.3 million, respectively, are considered cash equivalents because they are short-term, highly liquid in nature and they are typically converted to cash within three days of the sales transaction. |
Marketable Securities | Marketable Securities The Company purchased $ 50.0 million in marketable securities during the year ended December 31, 2022. These matured during the same year and therefore the Company no longer held any marketable securities as of December 31, 2022, and did no t purchase any marketable securities in the year ended December 31, 2023. Therefore, there were no unrealized holding gains or losses at December 31, 2023 or December 31, 2022. The Company has in the past held, and may from time to time, hold marketable securities that consist of certificates of deposit with financial institutions with maturities over three months and up to one year. These have historically been classified as marketable debt securities as their underlying investments primarily consist of corporate debt securities. These certificates of deposits have readily ascertainable values as they can be readily purchased or sold using established markets. These investments are generally classified as available-for-sale and reported at fair value. Fair value is generally based on available market information including quoted broker or dealer quotations, or other observable inputs. The Company may invest its marketable securities in high-quality commercial financial instruments. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides an established hierarchy and framework for inputs used to measure fair value. The fair value hierarchy gives the highest priority to inputs using quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. There are three levels of inputs that may be used to measure fair value: • Level 1 – includes financial instruments for which there are quoted market prices in active markets for identical assets or liabilities. • Level 2 – includes financial instruments for which there are observable market-based inputs for similar assets or liabilities that are corroborated by market data. • Level 3 – includes financial instruments for which unobservable inputs that are not corroborated by market data which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The inputs to the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. The Company’s contingent consideration liabilities related to acquisitions made in 2023, 2022 and 2021 are classified as Level 3 liabilities, which are measured at fair value based on significant unobservable inputs and re-measured to an updated fair value at each reporting period. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. The Company’s market-based share award liabilities are classified as Level 3 liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. Refer to Note 12, Stock-Based Compensation , for further information related to the Company’s market-based share awards. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets, which are measured at fair value based on the closing price of these assets as of the reporting date. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s money market mutual funds. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities. Accounts receivable, accounts payable and certain accrued liabilities are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Cash and cash equivalents are recorded at fair value. Financial instruments also include the Company’s revolving credit facility and senior term loan with third party financial institutions. Cash and cash equivalents, accounts receivable, and the revolving credit facility and term loan potentially subject the Company to concentrations of credit risk. To minimize the risk of credit loss for cash and cash equivalents, these financial instruments are primarily held with large, reputable financial institutions in the United States. As of December 31, 2023 and 2022, the Company’s uninsured cash and cash equivalents balances totaled $ 204.2 million and $ 239.1 million , respectively. As of December 31, 2023 and 2022, the Company’s trade receivables balances totaled $ 85.2 million and $ 74.9 million , respectively. No single customer accounts for more than 10% of gross accounts receivable as of December 31, 2023 or 2022. As of December 31, 2023 and 2022, an allowance for credit losses was recorded to account for potential credit losses. Credit risk with respect to trade receivables is low due to the Company’s large customer base dispersed across different industries. As of December 31, 2023 and 2022, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2023 (in millions) Fair Carrying Extended Term Loan Facility, with 5.10 % (equal to 10.46 %) $ 415.0 $ 413.3 Total $ 415.0 $ 413.3 December 31, 2022 (in millions) Fair Carrying Amended and Restated Term Loan Facility, with 2.50 % (equal to 6.57 %) $ 404.9 $ 415.3 Total $ 404.9 $ 415.3 The difference between the carrying value and fair value of the Company’s variable-rate term loan is due to the difference between the period-end market interest rates and the projected market interest rates over the term of the loan, as well as the financial performance of the Company since the issuance of the debt. In addition, the carrying value is net of discounts. The Company estimated the fair value of its variable-rate debt using observable market-based inputs that are corroborated by market data (Level 2 inputs). |
Trade and Other Receivables | Trade and Other Receivables The Company extends non-interest bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are presented on the face of the consolidated balance sheets, net of allowance for credit losses. The Company monitors collections and payments from its customers and maintains an allowance based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar higher risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses are primarily comprised of prepaid event costs. The Company pays certain direct event costs, such as facility rental deposits and insurance costs, in advance of the event. Such costs are deferred in prepaid expenses on the consolidated balance sheets when paid and reported on the consolidated statements of (loss) income and comprehensive (loss) income as cost of revenues upon the staging of the event. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and impairment losses, if any. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of 1 to 10 years (shorter of economic useful life or lease term) for leasehold improvements and 1 to 10 years for equipment, which includes computer hardware and office furniture. |
Definite-Lived Intangible Assets | Definite-lived Intangible Assets Definite-lived intangible assets consist of certain trade names, acquired technology, customer relationships and other amortized intangible assets. Definite-lived intangible assets are amortized over their estimated useful lives based on the pattern of expected economic benefit. Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. Estimated Weighted Customer relationship intangibles 2 - 10 years 9 years Definite-lived trade names 2 - 30 years 21 years Acquired technology 1.5 - 7 years 6 years Acquired content 5.5 - 7 years 6 years Computer software 1 - 7 years 4 years Refer to Note 6, Intangible Assets and Goodwill , for definite-lived intangible asset impairments recorded during the years ended December 31, 2023, 2022 and 2021 . |
Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets | Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets Long-lived assets other than goodwill and indefinite-lived intangible assets, held and used by the Company, including property and equipment and long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company conducts the long-lived asset impairment analysis at the asset group level. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset to determine if the carrying value is not recoverable. If the carrying value is not recoverable, the Company fair values the asset and compares the resulting amount to the carrying value. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Refer to Note 6, Intangible Assets and Goodwill , for long-lived assets other than goodwill and indefinite-lived intangible assets impairments recorded during the years ended December 31, 2023, 2022 and 2021 . |
Intangibles Assets | Indefinite-Lived Intangible Assets The Company’s indefinite-lived intangible assets consist of trade names. Indefinite-lived intangible assets are tested annually for impairment at October 31, or between annual tests if the Company becomes aware of an event or a change in circumstances that would indicate the carrying value of an asset group may be impaired. The Company conducts its impairment analysis by grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and has determined it has multiple asset groups that are typically at the trade show brand level. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset group is impaired. To perform a qualitative assessment, the Company must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset group. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset group is impaired, a fair value calculation will be performed to measure the amount of impairment losses to be recognized, if any. The fair values of the Company’s indefinite-lived trade name asset groups are calculated using a form of the income approach referred to as the “relief from royalty payments” method. The royalty rates are estimated using evidence of identifiable transactions in the marketplace involving the licensing of trade names similar to those owned by the Company. The fair value of the trade name is then compared to the carrying value of each trade name. If the carrying amount of the trade name exceeds its fair value, an impairment loss would be reported. Determining the fair value of an indefinite-lived intangible asset group requires the application of judgment and involves the use of significant estimates and assumptions, including projections of future cash flows, which include forecasted revenue, EBITDA margin, discount rate, tax rate, and royalty rate. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. Refer to Note 6, Intangible Assets and Goodwill , for the indefinite-lived intangible asset impairments recorded during the years ended December 31, 2023, 2022 and 2021 . |
Goodwill | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead is tested for impairment. The Company tests for impairment on October 31 of each year, or more frequently should an event or a change in circumstances occur that would indicate the carrying value may be impaired. Such events and circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition or changes in strategy. The Company performs its goodwill impairment test at the reporting unit level. The Company’s goodwill impairment analysis is performed, and related impairment charges recorded, after the impairment analysis and recognition of impairment charges for long-lived assets other than goodwill and indefinite-lived intangible assets. In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions including, projections of future cash flows, which include forecasted revenue, EBITDA margin, discount rate, debt free net working capital, capital expenditures and other factors which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. The Company bases these fair value estimates on assumptions management believes to be reasonable but which are unpredictable and inherently uncertain. A change in underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause the fair value of the reporting unit to be less than its carrying amount and result in additional impairments of goodwill in the future. The Company corroborates the reasonableness of the total fair value of the reporting units by assessing the implied control premium based on the Company’s market capitalization. The Company’s market capitalization is calculated using the relevant shares outstanding and stock price of the Company’s publicly traded shares. In the event of a goodwill impairment, the Company would be required to record an impairment, which would impact earnings and reduce the carrying amounts of goodwill on the consolidated balance sheet. Refer to Note 6, Intangible Assets and Goodwill , for the goodwill impairment recorded during the years ended December 31, 2023, 2022 and 2021 . |
Contingent Consideration | Contingent Consideration Some of the Company’s acquisition agreements include contingent consideration arrangements, which are generally based on the achievement of future performance thresholds. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability. The Company considers several factors when determining that contingent consideration liabilities are part of the purchase price, including the following: (1) the valuation of its acquisitions is not supported solely by the initial consideration paid, (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent consideration payments at a reasonable level compared with the compensation of the Company’s other key employees and (3) contingent consideration payments are not affected by employment termination. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value of contingent consideration are reported in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. As of December 31, 2023 and 2022, the Company’s contingent consideration balances totaled $ 6.9 million and $ 12.3 million , respectively. Contingent consideration of $ 0.2 million and $ 3.5 million as of December 31, 2023 and 2022, respectively, are included within Contingent consideration in the consolidated balance sheets and Contingent consideration of $ 6.7 million and $ 8.8 million, respectively, are included within other noncurrent liabilities in the consolidated balance sheets. Refer to Note 9, Fair Value Measurements , for further information related to the Company’s contingent consideration. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenue is recognized as the customer receives the benefit of the promised services and performance obligations are satisfied. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those services. Refer to Note 3, Revenues , for further information related to the Company’s revenues. Connections A significant portion of the Company’s annual revenue is generated from the Connections segment through the production of trade shows and conference events, including booth space sales, registration fees and sponsorship fees. Revenue from the Company’s trade shows and other events is recognized in the period the trade show or other event stages as the Company’s performance obligations have been satisfied. Exhibitors contract for their booth space and sponsorships up to a year in advance of the trade show. Trade show and other events generated approximately 89 % , 87 % and 73 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Content Revenues from the Company’s Content category primarily consist of advertising sales for digital products and industry publications that complement the event properties in each industry sector as well as custom content agency revenues. These revenues are recognized in the period in which the digital products are provided or publications are issued or when the custom content is delivered to the customer. Typically, the fees charged are collected after the digital products are provided, the publications are issued or the custom content is delivered. Content category revenues generated approximately 6 % , 8 % and 19 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Commerce Revenues from the Commerce category primarily consist of sales from the Company’s software-as-a-service Elastic Suite platform. Revenue consists of subscription revenue, implementation fees and professional services. Fees associated with implementation are deferred and recognized over the expected customer life, which is four years . Subscription revenue is generally recognized over the term of the contract. The Company’s contracts associated with the subscription software and services are generally three-year terms with one-year renewals. Subscription software and services revenues generated approximately 5 % , 5 % and 8 % of revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred Revenue The Company typically invoices and collects payment in-full from customers prior to the staging of a trade show or other event and records deferred revenues in the consolidated balance sheets until the staging of the trade show or other event. As of December 31, 2023 and 2022, the Company had current deferred revenues of $ 174.3 million and $ 151.2 million , respectively, of which, $ 54.7 million and $ 53.3 million, are included in accounts receivable on the consolidated balance sheets as of December 31, 2023 and 2022 , respectively. |
Other Income | Other Income As a result of the measures enacted in March 2020 to prevent the spread of COVID-19 across the United States, management made the decision to cancel substantially all of the Company’s face-to-face events scheduled through the end of 2020. In addition, beginning in October 2020, management announced the cancellation or postponement of numerous live events that were scheduled for the first half of 2021, including all but several relatively small live events staging in the first six months of 2021. In the second half of 2021, due to the continued effects of COVID-19 related issues such as international travel restrictions, certain events were cancelled or experienced reduced attendance. The Company maintained event cancellation insurance to protect against losses due to the unavoidable cancellation, postponement, relocation and enforced reduced attendance at events due to certain covered events, including event cancellations caused by the outbreak of communicable diseases, including COVID-19. Emerald’s renewed event cancellation insurance policies beginning with policy year 2022 do not cover losses due to event cancellations caused by the outbreak of communicable diseases, including COVID-19. During the year ended December 31, 2023, the Company reported other income, net of $ 2.8 million related to event cancellation insurance claim proceeds received during the year ended 2023 in the consolidated statements of (loss) income and comprehensive (loss) income. On August 3, 2022, the Company reached an agreement to settle outstanding insurance litigation relating to event cancellation insurance for proceeds of $ 148.6 million. In total, the Company received payments of $ 182.8 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected 2021 and 2020 trade shows during the year ended December 31, 2022. As a result, during the year ended December 31, 2022, the Company reported other income, net of $ 182.8 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. The Company received payments of $ 95.3 million from its insurance carrier to recover the lost revenues, net of costs saved, of the affected trade shows during the year ended December 31, 2021. As a result, during the year ended December 31, 2021, the Company reported other income, net of $ 77.4 million to recognize the amount that was recovered from the insurance company in the consolidated statements of (loss) income and comprehensive (loss) income. |
Deferred Financing Fees and Debt Discount | Deferred Financing Fees and Debt Discount Costs relating to debt issuance have been deferred and are amortized over the terms of the underlying debt instruments using the effective interest method for the Extended Term Loan Facility and Amended and Restated Term Loan Facility and the straight-line method for the Amended and Restated Revolving Credit Facility. Debt discount is recorded as a contra-liability and is amortized over the term of the underlying debt instrument, using the effective interest method. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which discrete financial reporting information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Emerald’s Chief Executive Officer (“CEO”) is considered the CODM. Effective October 31, 2023, Emerald’s management structure was reorganized and the discrete financial reporting information regularly provided to the CODM to facilitate his allocation of resources and assessment of performance was updated to reflect the new structure. As a result, there was a change in reporting segments. The CODM evaluates performance and allocates resources based on the results of three operating segments. The Connections segment is the only operating segment which meets the criteria to be classified as a reportable segment. The Connections reportable segment includes all of Emerald’s trade shows and other live events. The other two operating segments, which provide diverse media services and e-commerce software solutions, do not meet the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification 280 (“ASC 280”), Segment Reporting, as of December 31, 2023 and as such are referred to as “All Other.” Refer to Note 18, Segment Information , for information regarding the Company’s reportable segments. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the consolidated statements of (loss) income and comprehensive (loss) income. These costs include brand advertising, telemarketing, direct mail and other sales promotion expenses associated with the Company’s trade shows, conference events, digital media, Elastic Suite platform and publications. Advertising and marketing costs totaled $ 9.6 million, $ 10.1 million and $ 6.3 million for the years ended December 31, 2023, 2022 and 2021 , respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company uses share-based compensation, including stock options and restricted stock units, to provide long-term performance incentives for its employees and non-employee directors. Stock-based compensation expense is calculated for each vesting tranche of stock options using the Black-Scholes option pricing model. The expense is recognized, net of forfeitures, within the consolidated statements of (loss) income and comprehensive (loss) income; however, no expense is recognized for awards that do not ultimately vest. The determination of the grant date fair value of stock options using an option-pricing model is affected by a number of assumptions, such as the fair value of the underlying stock, Emerald’s expected stock price volatility over the expected term of the options, stock option forfeiture behaviors, risk-free interest rates and expected dividends, which are estimated as follows: • Fair Value of Common Stock — The fair value per share of common stock for purposes of determining share-based compensation is the closing price of the Company’s common stock as reported on the New York Stock Exchange on the applicable grant date. • Expected Term — The expected option term represents the period of time the option is expected to be outstanding. The Company uses the simplified method to estimate the term since the Company does not have sufficient exercise history to calculate the expected term of stock options. • Volatility — The expected volatility is based on considering the Company’s limited publicly traded stock price and historical average volatilities of similar publicly traded companies corresponding to the expected term of the awards. • Risk-Free Rate —The risk-free rate is based on the yields of United States Treasury securities with maturities similar to the expected term of stock option for each stock option grant. • Forfeiture Rate —Estimates of pre-vesting forfeitures, or forfeiture rates, are based on an internal analysis, which primarily considers the award recipients’ position within the Company. • Dividend Yield —Prior to the IPO, the Company had never declared or paid any cash dividends and had no intention to pay cash dividends. Consequently, an expected dividend yield of zero was used with respect to pre-IPO options. In connection with the IPO, the Company adopted a policy of paying quarterly cash dividends on common stock. Post-IPO stock option grants include an expected dividend yield which is commensurate with the annual dividends the Company declared and paid dividends on its common stock until the first quarter of 2020 when the dividend was suspended. The Company granted Restricted Stock Units (“RSUs”), that contain service and, in certain instances, performance conditions to certain executives and employees, which are equity-classified awards. The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance conditions, as applicable, are probable of being satisfied. The grant date fair value of stock-based awards is recognized as expense over the requisite service period on the graded-vesting method. Market-based Share Awards The Company granted performance-based market condition share awards to two senior executives in 2019 and one senior executive in 2020 under the 2017 Omnibus Equity Plan. These awards are classified as liabilities, which are measured at fair value, and are re-measured to an updated fair value at each reporting period. The fair value of performance-based market condition share awards is estimated using a risk-neutral Monte Carlo simulation model. The Company recognizes expense for performance-based market condition share awards over the derived service period for each tranche. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards may be reversed if vesting does not occur and the employee terminates employment before the ten year term expires, except that upon a termination of employment other than for cause, or upon a termination for good reason within three months prior to the earlier of the execution of an agreement resulting in a change in control or the date of a change in control, any unvested shares subject to the performance-based market condition share award shall remain eligible to vest in accordance with the performance-based market condition share award agreement’s vesting conditions. Refer to Note 12, Stock-Based Compensation , for further information regarding the Company’s performance-based market condition share awards. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’ deficit when the stock contains contingent redemption features that are not solely within the Company’s control. Each share of redeemable convertible preferred stock accumulated dividends at a rate per annum equal to 7 % of the accreted liquidation preference, compounding quarterly by adding to the accreted liquidation preference until July 1, 2023 and thereafter, at the Company’s option, paid either in cash or by adding to the accreted liquidation preference. For each of the quarterly periods ended September 30, 2023 and December 31, 2023, the Company elected to pay dividends on the redeemable convertible preferred stock in cash. The Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock on or after June 29, 2026 for a cash purchase price equal to (a) on or after the six-year anniversary thereof, 105 % of the accreted liquidation preference, (b) on or after the seven-year anniversary thereof, 103 % of the accreted liquidation preference or (c) on or after the eight-year anniversary thereof, the accreted liquidation preference. In addition, if there is a change of control transaction involving the Company prior to the six-year anniversary of the First Closing Date, the Company has the right to redeem all, but not less than all, of the redeemable convertible preferred stock for a cash purchase price equal to the accreted liquidation preference plus the net present value of the additional amount by which the accreted liquidation preference would have otherwise increased from the date of such redemption through the sixth anniversary of the closing. |
Income Taxes | Income Taxes The Company provides for income taxes utilizing the asset and liability method of accounting. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the consolidated statements of (loss) income and comprehensive (loss) income as an adjustment to income tax expense in the period that includes the enactment date. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Refer to Note 15, Income Taxes , for further information related to the Company’s income taxes. |
Net (Loss) Income Attributable to Common Stockholders | Net (Loss) Income Attributable to Common Stockholders Basic and diluted net (loss) income per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all redeemable convertible preferred stock to be a participating security. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the losses. Under the two-class method, basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock units (“RSUs”) and redeemable convertible preferred stock. In periods where the Company has reported a loss, all potentially dilutive securities are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Adoption of New Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 (“ASU 2021-08”), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. This guidance is effective for fiscal years beginning after December 15, 2022, and for interim periods within that year. Early adoption is permitted and the amendments in ASU 2021-08 should be applied to business combinations occurring during the year of adoption. The Company adopted ASU 2021-08 in October 2021 and the adoption did no t have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and adding further guidance to simplify the accounting for income taxes. The standard removes certain exceptions related to intra-period tax allocations, the methodology for calculating income taxes in interim periods and the recognition of deferred taxes for investments. The standard also clarifies and amends existing guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption did no t have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. The standard is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. The standard should be applied on a prospective basis although retrospective application is permitted. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact the adoption will have on the disclosures within the Company’s consolidated financial statements. There have been no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Fair Value and Carrying Value of Debt | As of December 31, 2023 and 2022, the fair value and carrying value of the Company’s debt is summarized in the following table: December 31, 2023 (in millions) Fair Carrying Extended Term Loan Facility, with 5.10 % (equal to 10.46 %) $ 415.0 $ 413.3 Total $ 415.0 $ 413.3 December 31, 2022 (in millions) Fair Carrying Amended and Restated Term Loan Facility, with 2.50 % (equal to 6.57 %) $ 404.9 $ 415.3 Total $ 404.9 $ 415.3 |
Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets | Intangible assets with finite lives are stated at cost, less accumulated amortization and impairment losses, if any. Estimated Weighted Customer relationship intangibles 2 - 10 years 9 years Definite-lived trade names 2 - 30 years 21 years Acquired technology 1.5 - 7 years 6 years Acquired content 5.5 - 7 years 6 years Computer software 1 - 7 years 4 years |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue Activity | The following table represents the deferred revenue activity for the years ended December 31, 2023, 2022 and 2021, respectively: (in millions) 2023 2022 2021 Balance at beginning of period $ 152.6 $ 118.3 $ 48.6 Invoiced during the period 167.2 302.2 205.6 Consideration earned during the period ( 148.2 ) ( 271.0 ) ( 123.1 ) Attributable to show cancellations — — ( 14.6 ) Additions related to business combinations 3.6 3.1 1.8 Balance at end of period $ 175.2 $ 152.6 $ 118.3 |
Summary of Revenues Disaggregated | The following table represents revenues disaggregated by type: Year Ended December 31, 2023 2022 2021 Revenues (in millions) Connections $ 340.2 $ 282.6 $ 106.7 Content 23.5 27.9 27.7 Commerce 19.1 15.4 11.1 Total revenues $ 382.8 $ 325.9 $ 145.5 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Supplemental Pro-Forma Information | Supplemental information on an unaudited pro-forma basis, is reflected as if each of the 2023, 2022 and 2021 acquisitions had occurred at the beginning of the year prior to the year in which each acquisition closed, after giving effect to certain pro-forma adjustments primarily related to the amortization of acquired intangible assets and interest expense. The unaudited pro-forma supplemental information is based on estimates and assumptions that the Company believes are reasonable. The supplemental unaudited pro-forma financial information is presented for comparative purposes and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined companies. Further, the supplemental unaudited pro-forma information has not been adjusted for show timing differences or discontinued events. Year Ended December 31, 2023 2022 2021 (in millions) (Unaudited) Pro-forma revenues (1) Lodestone $ — $ 6.4 $ 1.6 Advertising Week — 5.5 12.8 MJBiz — — 26.9 Sue Bryce Education and The Portrait Masters — — 1.0 Emerald revenue 382.8 325.9 145.5 Total pro-forma revenues $ 382.8 $ 337.8 $ 187.8 Pro-forma net (loss) income Lodestone $ — $ 0.5 $ ( 1.4 ) Bulletin — ( 2.1 ) ( 3.4 ) Advertising Week — ( 0.7 ) 1.2 MJBiz — — 5.2 Sue Bryce Education and The Portrait Masters — — 0.3 Emerald net (loss) income ( 8.2 ) 130.8 ( 79.7 ) Total pro-forma net (loss) income $ ( 8.2 ) $ 128.5 $ ( 77.8 ) (1) Pro-forma revenues from the Bulletin acquisition were not material to the years ended December 31, 2022, and 2021, respectively. |
Lodestone Events [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) January 9, Trade and other receivables $ 1.8 Prepaid expenses and other current assets 0.2 Goodwill 8.4 Intangible assets 3.4 Deferred revenues ( 3.6 ) Purchase price, including working capital adjustment $ 10.2 |
Bulletin Inc [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) July 11, Trade receivables and prepaid expenses $ 0.4 Goodwill 7.9 Intangible assets 2.1 Accounts payable and other current liabilities ( 0.5 ) Purchase price $ 9.9 |
Advertising Week [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) June 21, Trade and other receivables $ 3.8 Prepaid expenses and other current assets 0.3 Goodwill 23.6 Intangible assets 12.4 Right-of-use lease asset 1.2 Accounts payable and other current liabilities ( 2.7 ) Deferred revenues ( 3.1 ) Right-of-use lease liability ( 1.2 ) Purchase price $ 34.3 |
MJ Biz [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The Company’s purchase price allocation and measurement period adjustment for the MJBiz acquisition is presented below: (in millions) Fair Value Non-Cash (1) Fair Value Trade and other receivables $ 0.6 $ — $ 0.6 Prepaid expenses 0.1 — 0.1 Goodwill 113.8 6.0 119.8 Intangible Assets 30.4 2.9 33.3 Deferred Revenues ( 1.3 ) — ( 1.3 ) Other current liabilities ( 1.4 ) — ( 1.4 ) Purchase price $ 142.2 $ 8.9 $ 151.1 (1) During the first quarter of 2022, the Company recorded a non-cash adjustment to reflect a measurement period adjustment. Upon finalizing the analysis of the average EBITDA growth estimate, including gaining a better understanding of historical MJBizCon registration revenue trends, the estimated contingent consideration liability increased by $ 8.9 million, from approximately $ 24.0 million to $ 32.9 million. Such change resulted in an increase to Goodwill of $ 6.0 million and an increase in Intangible Assets of $ 2.9 million in the Connections reportable segment. |
Sue Bryce Education and The Portrait Masters [Member] | |
Summary of Purchase Price Allocation and Measurement Period Adjustment | The following table summarizes the fair value of the acquired assets and liabilities on the acquisition date: (in millions) April 1, Goodwill $ 3.3 Intangible assets 4.9 Deferred revenues ( 0.5 ) Purchase price, including working capital adjustment $ 7.7 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consisted of the following: December 31, (in millions) 2023 2022 Furniture, equipment and other $ 5.2 $ 4.8 Leasehold improvements 1.0 1.0 $ 6.2 $ 5.8 Less: Accumulated depreciation ( 4.7 ) ( 3.6 ) Property and equipment, net $ 1.5 $ 2.2 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following: (in millions) Indefinite- Customer Definite- Acquired Acquired Computer Capitalized Total Gross carrying $ 52.6 $ 365.4 $ 91.1 $ 8.4 $ 2.6 $ 36.9 $ 1.6 $ 558.6 Accumulated amortization — ( 336.7 ) ( 22.6 ) ( 4.7 ) ( 1.0 ) ( 18.5 ) — ( 383.5 ) Net carrying $ 52.6 $ 28.7 $ 68.5 $ 3.7 $ 1.6 $ 18.4 $ 1.6 $ 175.1 Gross carrying $ 52.6 $ 363.1 $ 90.0 $ 8.4 $ 2.6 $ 25.5 $ 2.1 $ 544.3 Accumulated amortization — ( 306.2 ) ( 17.2 ) ( 2.2 ) ( 0.6 ) ( 13.3 ) — ( 339.5 ) Net carrying $ 52.6 $ 56.9 $ 72.8 $ 6.2 $ 2.0 $ 12.2 $ 2.1 $ 204.8 |
Summary of Estimated Future Amortization Expense | Future amortization expense is estimated to be as follows for each of the five following years and thereafter ending December 31: (in millions) 2024 25.0 2025 20.0 2026 15.3 2027 10.5 2028 6.0 Thereafter 44.0 $ 120.8 |
Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment | The table below summarizes the changes in the carrying amount of goodwill for each reportable segment: Reportable Segment (in millions) Commerce Commerce Design & Design, Connections All Other All Other Total Balance at December 31, 2021 $ 337.5 $ — $ 133.7 $ — $ — $ — $ 43.0 $ 514.2 Acquired goodwill — 7.9 — 23.6 — — — 31.5 Transfers ( 337.5 ) 342.2 ( 133.7 ) 142.9 — — ( 13.9 ) — Impairments — — — ( 5.8 ) — — ( 0.5 ) ( 6.3 ) Measurement period adjustment — 6.0 — 0.1 — — — 6.1 Balance at December 31, 2022 $ — $ 356.1 $ — $ 160.8 $ — $ — $ 28.6 $ 545.5 Acquired goodwill — — — — 8.4 — — 8.4 Transfers — ( 356.1 ) — ( 160.8 ) 509.9 35.6 ( 28.6 ) — Balance at December 31, 2023 $ — $ — $ — $ — $ 518.3 $ 35.6 $ — $ 553.9 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Debt is comprised of the following indebtedness to various lenders: (in millions) December 31, December 31, Extended Term Loan Facility, with 5.10 % as of December 31, 2023, 10.46 % at December 31, 2023) due 2026 , net (a) $ 402.9 $ — Amended and Restated Term Loan Facility, with 2.50 % as of December 31, 2022, 6.57 % at December 31, 2022) due 2024 , net (b) — 413.9 Less: Current maturities 4.2 — Long-term debt, net of current maturities, debt $ 398.7 $ 413.9 (a) The Extended Term Loan Facility (as defined below), scheduled to mature on May 22, 2026 , was recorded net of unamortized discount of $ 8.9 million and net of unamortized deferred financing fees of $ 1.5 million as of December 31, 2023 . The fair market value of the Company’s debt under the Extended Term Loan Facility was $ 415.0 million as of December 31, 2023. (b) The Amended and Restated Term Loan Facility (as defined below) as of December 31, 2022 was recorded net of unamortized discount of $ 0.6 million and net of unamortized deferred financing fees of $ 0.8 million . |
Summary of Interest Expense | Interest expense reported in the consolidated statements of (loss) income and comprehensive (loss) income consists of the following: Year Ended December 31, (in millions) 2023 2022 2021 Extended Term Loan Facility $ 23.8 $ — $ — Amended and Restated Term Loan Facility 13.9 22.3 13.8 Term Loan Amendment third party fees 2.1 — — Non-cash interest for amortization of debt discount 3.0 1.7 1.5 Revolving credit facility interest and commitment fees 0.5 0.5 0.6 Total interest expense $ 43.3 $ 24.5 $ 15.9 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Maturities of Right-of-Use Lease Liabilities | Maturities of right-of-use lease liabilities for the remaining five years and thereafter as of December 31, 2023 were as follows: (in millions) December 31, 2024 $ 4.0 2025 4.0 2026 3.8 2027 1.6 2028 0.4 Thereafter 0.1 Minimum lease payments $ 13.9 Less: Imputed interest ( 1.0 ) Present value of minimum lease payments $ 12.9 |
Supplemental Cash Flow and Other Information Related To Leases | Supplemental cash flow and other information related to leases were as follows: December 31, (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of Cash paid reported as operating activities on the $ 4.6 $ 5.4 $ 4.1 Right-of-use lease assets obtained in exchange for new $ 1.9 $ 1.9 $ 3.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | As of December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 27.2 $ 27.2 $ — $ — Money market mutual funds (a) 177.0 177.0 — — Total assets at fair value $ 204.2 $ 204.2 $ — $ — Liabilities Market-based share awards liability (b) $ 0.8 $ — $ — $ 0.8 Contingent consideration (b) 6.9 — — 6.9 Total liabilities at fair value $ 7.7 $ — $ — $ 7.7 (a) The Company’s money market mutual funds of $ 177.0 million as of December 31, 2023 are included within cash and cash equivalents in the consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. (b) The market-based share awards liability of $ 0.8 million as of December 31, 2023 is included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $ 0.2 million as of December 31, 2023 is included within contingent consideration in the consolidated balance sheets and contingent consideration of $ 6.7 million is included within other noncurrent liabilities in the consolidated balance sheets. As of December 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 31, 2022 (in millions) Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 147.5 $ 147.5 $ — $ — Money market mutual funds (a) 91.6 91.6 — — Total assets at fair value $ 239.1 $ 239.1 $ — $ — Liabilities Market-based share awards liability (b) $ 0.4 $ — $ — $ 0.4 Contingent consideration (b) 12.3 — — 12.3 Total liabilities at fair value $ 12.7 $ — $ — $ 12.7 (a) The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. (b) Included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. |
Summary of Changes in Fair Value of Contingent Consideration Liabilities | The table below summarizes the changes in fair value of the Company’s contingent consideration liabilities during the years ended December 31, 2023, 2022 and 2021: (in millions) 2023 2022 2021 Balance at beginning of period $ 12.3 $ 36.2 $ 13.3 Payment of contingent consideration ( 3.7 ) ( 6.5 ) ( 4.2 ) Fair value remeasurement adjustments ( 2.4 ) ( 33.6 ) 2.3 Business acquisition 0.7 6.9 24.8 Measurement period adjustment — 8.9 — Contingent compensation — 0.4 — Balance at end of period $ 6.9 $ 12.3 $ 36.2 |
Stockholder's Deficit and Red_2
Stockholder's Deficit and Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Summary of Dividends Paid | The following is a summary of the preferred stock dividends paid for the year ended December 31, 2023: 2023 Q1 Q2 Q3 Q4 (dollars in millions, except per share values) Dividend declared on — — August 1, 2023 November 3, 2023 Stockholders of record on — — August 1, 2023 November 3, 2023 Dividend paid on — — September 29, 2023 December 28, 2023 Dividend per share $ — $ — $ 0.1200 $ 0.1200 Cash dividend paid $ — $ — $ 8.6 $ 8.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Fair Value of Stock Options Estimated on Grant Date Using Assumptions | The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2023 Range Weighted-Average Expected volatility 34.7 % to 38.6 % Dividend yield — Risk-free interest rate 3.5 % to 4.5 % Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.49 Year Ended December 31, 2022 Range Weighted-Average Expected volatility 31.5 % to 34.5 % Dividend yield — Risk-free interest rate 1.4 % to 3.7 % Expected term (in years) 5.5 to 9.1 Weighted-average fair value at grant date $ 1.09 Year Ended December 31, 2021 Range Weighted-Average Expected volatility 29.0 % to 38.4 % Dividend yield — Risk-free interest rate 0.4 % to 1.4 % Expected term (in years) 5.5 to 7.5 Weighted-average fair value at grant date $ 1.47 |
Schedule of Stock Option Activity | Stock option activity for the year ended December 31, 2023 was as follows: Weighted-Average Number of Exercise Remaining Aggregate (thousands) (years) (millions) Outstanding at December 31, 2022 14,555 $ 7.90 7.1 $ — Granted 7,196 3.82 Exercised ( 32 ) 4.66 Forfeited/Expired ( 1,928 ) 9.70 Outstanding at December 31, 2023 19,791 $ 6.25 7.4 $ 15.7 Exercisable at December 31, 2023 6,231 $ 8.89 5.7 $ 0.1 |
Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options | Information regarding fully vested and expected to vest stock options as of December 31, 2023 was as follows: Exercise Price Number of Weighted (share data in thousands) (years) $ 2.87 - $ 5.02 7,247 8.01 $ 5.07 - $ 7.61 7,236 6.70 $ 8.00 - $ 12.00 3,987 5.17 $ 12.47 - $ 18.71 932 3.98 $ 22.08 - $ 33.12 389 3.82 19,791 |
Schedule of Restricted Stock Units Activity | RSU activity for the year ended December 31, 2023 was as follows: (share data in thousands, except per share data) Number of Weighted Average Unvested balance, December 31, 2022 878 $ 6.87 Granted 115 3.93 Forfeited ( 36 ) 9.80 Vested ( 416 ) 7.03 Unvested balance, December 31, 2023 541 $ 5.95 |
Schedule of Weighted Average Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding | The weighted average assumptions used in determining the fair value for the performance-based market condition share awards granted in 2020 and 2019 and remeasured at December 31, 2023 were as follows: Grant Date December 31, Expected volatility 41.7 % 66.2 % Dividend yield 1.1 % — Risk-free interest rate 1.3 % 3.9 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Income Per Common Share | The details of the computation of basic and diluted (loss) income per common share are as follows: Year Ended December 31, (dollars in millions, share data in thousands except earnings per share) 2023 2022 2021 Net (loss) income and comprehensive (loss) income $ ( 8.2 ) $ 130.8 $ ( 79.7 ) Accretion to redemption value of redeemable ( 42.0 ) ( 38.8 ) ( 35.6 ) Participation rights on if-converted basis — ( 60.2 ) — Net (loss) income and comprehensive (loss) income $ ( 50.2 ) $ 31.8 $ ( 115.3 ) Weighted average common shares outstanding 63,959 69,002 71,309 Basic (loss) income per share $ ( 0.78 ) $ 0.46 $ ( 1.62 ) Net (loss) income and comprehensive (loss) income $ ( 50.2 ) $ 31.8 $ ( 115.3 ) Diluted effect of stock options — 146 — Diluted weighted average common shares 63,959 69,148 71,309 Diluted (loss) income per share $ ( 0.78 ) $ 0.46 $ ( 1.62 ) Anti-dilutive employee share awards excluded 19,704 14,858 15,023 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of (Loss) Income Before Income Taxes Expense (Benefit) | The Company’s (loss) income before income taxes expense (benefit) from its United States and foreign operations are as follows: Year Ended December 31, (in millions) 2023 2022 2021 United States $ ( 3.0 ) $ 158.2 $ ( 82.1 ) Foreign 0.1 ( 0.2 ) 1.1 Total $ ( 2.9 ) $ 158.0 $ ( 81.0 ) |
Summary of Current and Deferred Income Tax Provision (Benefit) | The Company’s current and deferred income tax provision (benefit) were as follows: Year Ended December 31, (in millions) 2023 2022 2021 Current Federal $ 2.4 $ 20.8 $ ( 1.4 ) State and local 1.6 6.1 0.2 Foreign — — 0.3 4.0 26.9 ( 0.9 ) Deferred Federal 1.8 0.2 ( 0.2 ) State and local ( 0.5 ) 0.2 ( 0.2 ) Foreign — ( 0.1 ) — 1.3 0.3 ( 0.4 ) Total provision for (benefit from) income taxes $ 5.3 $ 27.2 $ ( 1.3 ) |
Schedule of Effective Income Tax Reconciliation | The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision (benefit) are set forth below: Year Ended December 31, (in millions) 2023 2022 2021 (Loss) income before income taxes $ ( 2.9 ) $ 158.0 $ ( 81.0 ) U.S. statutory tax rate 21.0 % 21.0 % 21.0 % Taxes at the U.S. statutory rate ( 0.6 ) 33.2 ( 17.0 ) Tax effected differences State and local taxes, net of federal benefit 0.8 7.3 ( 3.2 ) Share-based payments 0.3 0.6 0.5 Nondeductible goodwill impairment — 1.1 0.9 Change in valuation allowance 3.7 ( 16.5 ) 18.7 Return to provision adjustments 0.3 0.1 0.1 Change in tax rates 0.5 0.3 ( 0.4 ) Change in uncertain tax positions — — ( 1.3 ) Nondeductible expenses 0.4 1.1 0.3 Other, net ( 0.1 ) — 0.1 Total provision for (benefit from) income taxes $ 5.3 $ 27.2 $ ( 1.3 ) |
Summary of Book Value and Tax Basis of Assets and Liabilities | The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows: December 31, (in millions) 2023 2022 Deferred tax assets Net operating loss carryforwards $ 1.0 $ 0.3 Deferred compensation 0.6 1.8 Stock-based compensation 9.6 8.6 Fixed asset depreciation 0.2 — Lease liabilities 3.2 3.9 Accrued expenses 0.2 1.0 Goodwill and intangible assets 8.6 14.4 Section 163(j) interest carryover 6.7 — Other assets 0.6 0.2 Total deferred tax assets 30.7 30.2 Deferred tax liabilities Right-of-use lease assets ( 2.1 ) ( 2.7 ) Fixed asset depreciation — ( 1.3 ) Total deferred tax liabilities ( 2.1 ) ( 4.0 ) Valuation allowance ( 31.7 ) ( 28.0 ) Deferred tax liabilities, net $ ( 3.1 ) $ ( 1.8 ) Recognized as Deferred income taxes, noncurrent $ ( 3.1 ) $ ( 1.8 ) |
Schedule of Changes in Gross Unrecognized Tax Benefits | The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021: December 31, (in millions) 2023 2022 2021 Gross unrecognized tax benefits, beginning of period $ — $ — $ 1.1 Decreases related to prior year tax positions — — ( 1.1 ) Increases related to current year tax provisions — — — Gross unrecognized tax benefits, end of period $ — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations | The amounts presented below represent the future minimum annual payments under the Company’s operating leases and other contractual obligations that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2023: Years Ending December 31, (in millions) 2024 2025 2026 2027 2028 Thereafter Total Operating leases $ 4.0 $ 4.0 $ 3.8 $ 1.6 $ 0.4 $ 0.1 $ 13.9 Other contractual obligations 42.0 20.6 9.4 0.8 0.3 — 73.1 $ 46.0 $ 24.6 $ 13.2 $ 2.4 $ 0.7 $ 0.1 $ 87.0 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consisted of the following: December 31, (in millions) 2023 2022 Trade payables $ 24.1 $ 20.4 Other current liabilities 9.3 14.7 Accrued event costs 6.7 11.7 Accrued personnel costs 6.5 11.3 Total accounts payable and other current liabilities $ 46.6 $ 58.1 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net (loss) income | The following table presents a reconciliation of reportable segment revenues, other income, and Adjusted EBITDA to net (loss) income: Years Ended December 31, (in millions) 2023 (1) 2022 (1) 2021 (1,2) Revenues Connections $ 340.2 $ 282.6 $ 106.7 All Other 42.6 43.3 38.8 Total revenues $ 382.8 $ 325.9 $ 145.5 Other income, net Connections $ 2.8 $ 34.2 $ 77.4 All Other — — — Total other income, net $ 2.8 $ 34.2 $ 77.4 Adjusted EBITDA Connections $ 136.8 $ 133.0 $ 80.0 All Other 3.6 0.2 6.3 Subtotal Adjusted EBITDA $ 140.4 $ 133.2 $ 86.3 General corporate and other expenses $ ( 42.6 ) $ ( 42.2 ) $ ( 42.2 ) Other Income, net (3) — 148.6 — Interest expense, net ( 35.1 ) ( 21.8 ) ( 15.8 ) Loss on extinguishment of debt ( 2.3 ) — — Goodwill impairment charge — ( 6.3 ) ( 7.2 ) Intangible asset impairment charge — ( 1.6 ) ( 32.7 ) Depreciation and amortization expense ( 45.0 ) ( 59.5 ) ( 47.6 ) Stock-based compensation expense ( 7.8 ) ( 5.8 ) ( 10.4 ) Deferred revenue adjustment — ( 0.6 ) ( 2.0 ) Other items ( 10.5 ) 14.0 ( 9.4 ) (Loss) income before income taxes $ ( 2.9 ) $ 158.0 $ ( 81.0 ) (1) Current and prior years segment disclosures reflect the new reportable segment structure. (2) For the year ended December 31, 2021, the Content segment generated revenues and adjusted EBITDA of $ 27.7 million and $ 7.6 million, respectively. (3) On August 3, 2022, the Company reached an agreement for a one-time settlement of outstanding insurance litigation relating to event cancellation insurance for proceeds of $ 148.6 million. The one-time settlement payment was not specifically attributable to any of the Company’s outstanding event cancellation insurance claims and therefore was not recorded at the segment level. The other income, net related to this one-time settlement is not indicative of any one segment’s performance and is not included in the measure of segment profit and loss analyzed by the CODM on a regular basis. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Aug. 03, 2022 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Corporation formation date | Apr. 26, 2013 | |||
Insurance litigation settlement proceeds relating to event cancellation | $ 2,800,000 | |||
Amounts receivable from credit card processors | 400,000 | $ 300,000 | ||
Purchased of marketable securities | 0 | 50,000,000 | ||
Uninsured cash and cash equivalents balances | 204,200,000 | 239,100,000 | ||
Trade receivables balances | 85,200,000 | 74,900,000 | ||
Contingent consideration | 6,900,000 | 12,300,000 | ||
Contingent consideration | 200,000 | |||
Current deferred revenues | 174,300,000 | 151,200,000 | ||
Accounts receivable | 54,700,000 | 53,300,000 | ||
Insurance settlement received due to lost revenues | 182,800,000 | $ 95,300,000 | ||
Advertising and marketing costs | 9,600,000 | $ 10,100,000 | $ 6,300,000 | |
Expected dividend to be paid | $ 0 | |||
Expected dividend yield | 0% | |||
Vesting period | 10 years | |||
Chief Operating Decision Maker [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | Segment | 2 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Content [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 6% | 8% | 19% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Commerce [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 5% | 5% | 8% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Trade Show and Other Events [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 89% | 87% | 73% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Trade Show and Other Events [Member] | Connections [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 89% | 87% | 73% | |
Leasehold Improvements [Member] | Minimum [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment , estimated useful life | 1 year | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment , estimated useful life | 10 years | |||
Equipment [Member] | Minimum [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment , estimated useful life | 1 year | |||
Equipment [Member] | Maximum [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment , estimated useful life | 10 years | |||
Money Market Mutual Funds [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 177,000,000 | $ 91,600,000 | ||
COVID-19 [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Insurance litigation settlement proceeds relating to event cancellation | $ 148,600,000 | |||
Other income from insurance settlement | 182,800,000 | $ 77,400,000 | ||
Contingent Consideration [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Contingent consideration | 200,000 | 3,500,000 | ||
Other Noncurrent Liabilities [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Contingent consideration | $ 6,700,000 | $ 8,800,000 | ||
Redeemable Convertible Preferred Stock [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Right to redeem preferred stock threshold period | 6 years | |||
Redeemable Convertible Preferred Stock [Member] | Onex Partners V LP [Member] | Initial Private Placement [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Preferred stock accretion rate per annum | 7% | |||
Redeemable Convertible Preferred Stock [Member] | After Six Year Anniversary Thereof [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of accreted liquidation preference | 105% | |||
Redeemable Convertible Preferred Stock [Member] | After Seven Year Anniversary Thereof [Member] | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of accreted liquidation preference | 103% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | 12 Months Ended |
Dec. 31, 2023 | |
Implementation Fees and Professional Services [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 4 years |
Subscription Software and Services [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 3 years |
Revenue recognition of remaining performance obligations expected renewal period | 1 year |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt, Carrying Value | $ 413.3 | $ 415.3 |
Debt, Fair Value | 415 | 404.9 |
Extended Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Carrying Value | 413.3 | |
Debt, Fair Value | $ 415 | |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Carrying Value | 415.3 | |
Debt, Fair Value | $ 404.9 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value and Carrying Value of Debt (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Extended Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.46% | |
Extended Term Loan Facility [Member] | SOFR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 5.10% | |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.57% | |
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.50% |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Customer Relationship Intangibles [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 9 years |
Customer Relationship Intangibles [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 2 years |
Customer Relationship Intangibles [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 10 years |
Definite-Lived Trade Names [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 21 years |
Definite-Lived Trade Names [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 2 years |
Definite-Lived Trade Names [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 30 years |
Acquired Technology [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 6 years |
Acquired Technology [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 1 year 6 months |
Acquired Technology [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Acquired Content [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 6 years |
Acquired Content [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 5 years 6 months |
Acquired Content [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Computer Software [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Weighted Average Life | 4 years |
Computer Software [Member] | Minimum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 1 year |
Computer Software [Member] | Maximum [Member] | |
Schedule Of Other Intangible Assets [Line Items] | |
Finite lived intangible assets, Estimated Useful Life | 7 years |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements - Additional Information (Detail) | Dec. 31, 2023 |
ASU 2021-08 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Oct. 31, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2019-12 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenues - Additional Informati
Revenues - Additional Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Event | Dec. 31, 2022 USD ($) Event | Dec. 31, 2021 USD ($) Event | Dec. 31, 2020 USD ($) | |
Revenue From Contract With Customer [Line Items] | ||||
Number of in-person events | Event | 141 | 124 | 56 | |
Current deferred revenues | $ 174.3 | $ 151.2 | ||
Total deferred revenues | 175.2 | 152.6 | $ 118.3 | $ 48.6 |
Cancelled event liabilities | 0.6 | 3.3 | ||
Provision for expected credit losses | 0.3 | |||
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 0.4 | |||
Maximum [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Contracts with customers sales beginning period | 1 year | |||
Contracts with customers commission benefited expected period | 1 year | |||
Other Noncurrent Liabilities [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Long-term deferred revenues | $ 0.9 | $ 1.4 | ||
Trade Show and Other Events [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Concentration risk, percentage | 89% | 87% | 73% | |
Trade Shows [Member] | COVID-19 [Member] | ||||
Revenue From Contract With Customer [Line Items] | ||||
Current deferred revenues | $ 0.5 | $ 0.8 | ||
Accounts Receivable Credits Reclassified To Cancelled Event Liabilities | $ 0.1 | $ 2.5 |
Revenues - Deferred Revenue Act
Revenues - Deferred Revenue Activity (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability [Abstract] | |||
Balance at beginning of period | $ 152.6 | $ 118.3 | $ 48.6 |
Invoiced during the period | 167.2 | 302.2 | 205.6 |
Consideration earned during the period | (148.2) | (271) | (123.1) |
Attributable to show cancellations | (14.6) | ||
Additions related to business combinations | 3.6 | 3.1 | 1.8 |
Balance at end of period | $ 175.2 | $ 152.6 | $ 118.3 |
Revenues - Additional Informa_2
Revenues - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations amount | $ 0.9 |
Maximum [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 1 year |
Implementation Fees and Professional Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 4 years |
Subscription Software and Services [Member] | |
Revenue From Contract With Customer [Line Items] | |
Revenue recognition of remaining performance obligations original expected period | 3 years |
Revenue recognition of remaining performance obligations expected renewal period | 1 year |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 382.8 | $ 325.9 | $ 145.5 |
Connections [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 340.2 | 282.6 | 106.7 |
Content [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 23.5 | 27.9 | 27.7 |
Commerce [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 19.1 | $ 15.4 | $ 11.1 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Jan. 09, 2023 | Jul. 11, 2022 | Jun. 21, 2022 | Dec. 31, 2021 | Apr. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Goodwill acquired | $ 8,400,000 | $ 31,500,000 | |||||||
Contingent consideration on purchase price | $ 6,900,000 | 12,300,000 | |||||||
Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-average amortization period | 21 years | ||||||||
Customer Relationships Intangibles [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-average amortization period | 9 years | ||||||||
Lodestone Events [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 10,200,000 | ||||||||
Business acquisition, initial cash payment | 9,500,000 | ||||||||
Intangible assets | 3,400,000 | ||||||||
Revenues | $ 9,000,000 | ||||||||
Net Income (Loss) | 4,400,000 | ||||||||
Lodestone Events [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | 400,000 | ||||||||
Lodestone Events [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,100,000 | ||||||||
Weighted-average amortization period | 5 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Lodestone Events [Member] | Customer Relationships Intangibles [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 2,300,000 | ||||||||
Weighted-average amortization period | 6 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Lodestone Events [Member] | Estimated Fair Value [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration on purchase price | $ 700,000 | 800,000 | |||||||
Advertising Week [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 34,300,000 | ||||||||
Business acquisition, initial cash payment | 28,400,000 | ||||||||
Contingent consideration on purchase price | 5,900,000 | $ 4,900,000 | 6,900,000 | ||||||
Intangible assets | $ 12,400,000 | ||||||||
Revenues | 14,600,000 | ||||||||
Net Income (Loss) | 2,200,000 | ||||||||
Advertising Week [Member] | 2026 Payment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination payment dependent upon compounded annual term | 5 years | 5 years | |||||||
Advertising Week [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | $ 600,000 | ||||||||
Advertising Week [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 5,400,000 | ||||||||
Weighted-average amortization period | 15 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Advertising Week [Member] | Customer Relationships Intangibles [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 5,900,000 | ||||||||
Weighted-average amortization period | 10 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Advertising Week [Member] | Content Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,100,000 | ||||||||
Weighted-average amortization period | 7 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Advertising Week [Member] | Estimated Fair Value [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration on purchase price | $ 5,900,000 | $ 4,900,000 | |||||||
MJ Biz [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 142,200,000 | ||||||||
Business acquisition, initial cash payment | 118,200,000 | ||||||||
Contingent consideration on purchase price | $ 24,000,000 | $ 32,900,000 | 0 | 24,000,000 | |||||
Intangible assets | 33,300,000 | ||||||||
Increase in contingent consideration liability | $ 8,900,000 | 8,900,000 | |||||||
Revenues | 0 | ||||||||
Net Income (Loss) | 0 | ||||||||
MJ Biz [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | 1,000,000 | ||||||||
MJ Biz [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 7,100,000 | $ 7,100,000 | |||||||
Weighted-average amortization period | 10 years | ||||||||
Assumed residual value | 0 | $ 0 | |||||||
MJ Biz [Member] | Customer Relationships Intangibles [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | 23,300,000 | $ 23,300,000 | |||||||
Weighted-average amortization period | 5 years | ||||||||
Assumed residual value | 0 | $ 0 | |||||||
MJ Biz [Member] | Estimated Fair Value [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration on purchase price | $ 24,000,000 | 24,000,000 | |||||||
Bulletin Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 9,900,000 | ||||||||
Business acquisition, initial cash payment | 8,900,000 | ||||||||
Contingent consideration on purchase price | 1,000,000 | ||||||||
Intangible assets | 2,100,000 | ||||||||
Net Income (Loss) | $ (1,800,000) | ||||||||
Bulletin Inc [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | 1,100,000 | ||||||||
Bulletin Inc [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 100,000 | ||||||||
Weighted-average amortization period | 3 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Bulletin Inc [Member] | Acquired Technology [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 2,000,000 | ||||||||
Weighted-average amortization period | 3 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Bulletin Inc [Member] | Estimated Fair Value [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration on purchase price | $ 1,000,000 | $ 900,000 | |||||||
Sue Bryce Education and The Portrait Masters [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 7,700,000 | ||||||||
Business acquisition, initial cash payment | 6,900,000 | ||||||||
Intangible assets | 4,900,000 | ||||||||
Revenues | 3,300,000 | ||||||||
Net Income (Loss) | $ 300,000 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition costs incurred | 100,000 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 300,000 | ||||||||
Weighted-average amortization period | 10 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Customer Relationships Intangibles [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,900,000 | ||||||||
Weighted-average amortization period | 3 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Content [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,500,000 | ||||||||
Weighted-average amortization period | 5 years 6 months | ||||||||
Assumed residual value | $ 0 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Non-compete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets | $ 1,200,000 | ||||||||
Weighted-average amortization period | 5 years | ||||||||
Assumed residual value | $ 0 | ||||||||
Sue Bryce Education and The Portrait Masters [Member] | Estimated Fair Value [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration on purchase price | $ 800,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Jan. 09, 2023 | Dec. 31, 2022 | Jul. 11, 2022 | Jun. 21, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Apr. 01, 2021 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 553.9 | $ 545.5 | $ 514.2 | $ 400.7 | ||||
Bulletin Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables and prepaid expenses | $ 0.4 | |||||||
Goodwill | 7.9 | |||||||
Intangible assets | 2.1 | |||||||
Accounts payable and other current liabilities | (0.5) | |||||||
Purchase price, including working capital adjustment | $ 9.9 | |||||||
Lodestone Events [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade and other receivables | $ 1.8 | |||||||
Prepaid expenses and other current assets | 0.2 | |||||||
Goodwill | 8.4 | |||||||
Intangible assets | 3.4 | |||||||
Deferred revenues | (3.6) | |||||||
Purchase price, including working capital adjustment | $ 10.2 | |||||||
Advertising Week [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade and other receivables | $ 3.8 | |||||||
Prepaid expenses and other current assets | 0.3 | |||||||
Goodwill | 23.6 | |||||||
Intangible assets | 12.4 | |||||||
Right-of-use lease asset | 1.2 | |||||||
Accounts payable and other current liabilities | (2.7) | |||||||
Deferred revenues | (3.1) | |||||||
Right-of-use lease liability | (1.2) | |||||||
Purchase price, including working capital adjustment | $ 34.3 | |||||||
MJ Biz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade and other receivables | 0.6 | |||||||
Prepaid expenses and other current assets | 0.1 | |||||||
Goodwill | 119.8 | |||||||
Intangible assets | 33.3 | |||||||
Deferred revenues | (1.3) | |||||||
Other current liabilities | (1.4) | |||||||
Purchase price, including working capital adjustment | 151.1 | |||||||
MJ Biz [Member] | As Originally Reported [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade and other receivables | 0.6 | |||||||
Prepaid expenses and other current assets | 0.1 | |||||||
Goodwill | 113.8 | |||||||
Intangible assets | 30.4 | |||||||
Deferred revenues | (1.3) | |||||||
Other current liabilities | (1.4) | |||||||
Purchase price, including working capital adjustment | $ 142.2 | |||||||
MJ Biz [Member] | Non-Cash Measurement Period Adjustment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 6 | |||||||
Intangible assets | 2.9 | |||||||
Purchase price, including working capital adjustment | $ 8.9 | |||||||
Sue Bryce Education and The Portrait Masters [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 3.3 | |||||||
Intangible assets | 4.9 | |||||||
Deferred revenues | (0.5) | |||||||
Purchase price, including working capital adjustment | $ 7.7 |
Business Acquisitions - Summa_2
Business Acquisitions - Summary of Purchase Price Allocation and Measurement Period Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Estimated contingent consideration liability | $ 12.3 | $ 6.9 | ||
MJ Biz [Member] | ||||
Business Acquisition [Line Items] | ||||
Increase in contingent consideration liability | $ 8.9 | 8.9 | ||
Estimated contingent consideration liability | 32.9 | $ 0 | $ 24 | |
MJ Biz [Member] | Connections [Member] | ||||
Business Acquisition [Line Items] | ||||
Increase to goodwill | 6 | |||
Increase in intangible assets | $ 2.9 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Supplemental Pro-Forma Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Total pro-forma revenues | $ 382.8 | $ 337.8 | $ 187.8 |
Total pro-forma net (loss) income | (8.2) | 128.5 | (77.8) |
Lodestone Events [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 6.4 | 1.6 | |
Total pro-forma net (loss) income | 0.5 | (1.4) | |
Advertising Week [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 5.5 | 12.8 | |
Total pro-forma net (loss) income | (0.7) | 1.2 | |
Bulletin Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma net (loss) income | (2.1) | (3.4) | |
MJ Biz [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 26.9 | ||
Total pro-forma net (loss) income | 5.2 | ||
Sue Bryce Education and The Portrait Masters [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 1 | ||
Total pro-forma net (loss) income | 0.3 | ||
Emerald Revenue [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma revenues | 382.8 | 325.9 | 145.5 |
Emerald Net (Loss) Income [Member] | |||
Business Acquisition [Line Items] | |||
Total pro-forma net (loss) income | $ (8.2) | $ 130.8 | $ (79.7) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6.2 | $ 5.8 |
Less: Accumulated depreciation | (4.7) | (3.6) |
Property and equipment, net | 1.5 | 2.2 |
Furniture, Equipment and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5.2 | 4.8 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1 | $ 1 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense related to property and equipment | $ 1 | $ 1.6 | $ 1.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Summary of Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | $ 558.6 | $ 544.3 |
Accumulated amortization | (383.5) | (339.5) |
Net carrying amount | 175.1 | 204.8 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 52.6 | 52.6 |
Net carrying amount | 52.6 | 52.6 |
Customer Relationship Intangibles [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 365.4 | 363.1 |
Accumulated amortization | (336.7) | (306.2) |
Net carrying amount | 28.7 | 56.9 |
Trade Names [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 91.1 | 90 |
Accumulated amortization | (22.6) | (17.2) |
Net carrying amount | 68.5 | 72.8 |
Acquired Technology [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 8.4 | 8.4 |
Accumulated amortization | (4.7) | (2.2) |
Net carrying amount | 3.7 | 6.2 |
Acquired Content [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 2.6 | 2.6 |
Accumulated amortization | (1) | (0.6) |
Net carrying amount | 1.6 | 2 |
Computer Software [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 36.9 | 25.5 |
Accumulated amortization | (18.5) | (13.3) |
Net carrying amount | 18.4 | 12.2 |
Capitalized Software in Progress [Member] | ||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | ||
Gross carrying amount | 1.6 | 2.1 |
Net carrying amount | $ 1.6 | $ 2.1 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Segment | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Tradename Customer | Oct. 31, 2021 USD ($) | |
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Amortization expense | $ 44,000,000 | $ 56,100,000 | $ 46,200,000 | ||||||
Intangible asset impairment charge | 0 | 1,600,000 | 32,700,000 | ||||||
Impairment of indefinite-lived intangible assets | $ 0 | 1,600,000 | $ 32,700,000 | ||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Intangible asset impairment charge | ||||||||
Number of customer relationship intangible asset impaired | Customer | 1 | ||||||||
Number of trade name intangible asset impaired | Tradename | 1 | ||||||||
Impairment charges of long-lived assets remaining of fair value | $ 0 | ||||||||
Number of reporting units | Segment | 1 | 1 | |||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 | 6,300,000 | $ 7,200,000 | ||||
Goodwill | $ 514,200,000 | 553,900,000 | 545,500,000 | $ 514,200,000 | $ 400,700,000 | ||||
Fair value of goodwill | $ 3,100,000 | 25,600,000 | 214,600,000 | ||||||
Accumulated goodwill impairment charges | $ 686,000,000 | ||||||||
Headroom [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Goodwill | 6,700,000 | ||||||||
Fair value of goodwill | $ 90,400,000 | ||||||||
Maximum [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Estimated future net cash flows discounted rate | 3% | 3.50% | 3.50% | ||||||
Weighted average cost of capital discount rate | 15.50% | 13.50% | 15.50% | 13.50% | |||||
Percentage of fair value of reporting unit exceeding carry value | 458% | ||||||||
Percentage of fair value of reporting unit exceeding carry value | 241.5 | 1,809.5 | 10 | ||||||
Maximum [Member] | Headroom [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Percentage of fair value of reporting unit exceeding carry value | 5% | ||||||||
Minimum [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Estimated future net cash flows discounted rate | 0% | 0% | 0% | ||||||
Weighted average cost of capital discount rate | 12.80% | 12% | 13% | 12% | |||||
Percentage of fair value of reporting unit exceeding carry value | 0% | ||||||||
Percentage of fair value of reporting unit exceeding carry value | 4.2 | 53.2 | |||||||
Connections [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Goodwill impairment charge | $ 6,000,000 | $ 7,000,000 | |||||||
Goodwill | $ 518,300,000 | ||||||||
All Other [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Goodwill impairment charge | $ 300,000 | 200,000 | |||||||
Goodwill | $ 35,600,000 | ||||||||
Trade Names [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Intangible asset impairment charge | $ 12,600,000 | ||||||||
Customer Relationships Intangibles [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Intangible asset impairment charge | 8,400,000 | ||||||||
Trade Names and Customer Relationship Intangible Assets [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Impairment of indefinite-lived intangible assets | 21,000,000 | ||||||||
Trade Names and Customer Relationship Intangible Assets [Member] | Connections [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Impairments of finite-lived assets | 21,000,000 | ||||||||
Trade Names [Member] | |||||||||
Schedule Of Intangible Assets Excluding Goodwill [Line Items] | |||||||||
Impairment of indefinite-lived intangible assets | $ 1,600,000 | $ 11,700,000 | $ 1,600,000 | $ 11,700,000 | |||||
Impairment charges of indefinite-lived intangible assets remaining of fair value | $ 24,700,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Estimated Future Amortization Expense (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 25 |
2025 | 20 |
2026 | 15.3 |
2027 | 10.5 |
2028 | 6 |
Thereafter | 44 |
Estimated future amortization expense | $ 120.8 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Changes in Carrying Amount of Goodwill for Each Reportable Segment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2023 | Oct. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||||
Goodwill, balance | $ 514,200,000 | $ 545,500,000 | $ 514,200,000 | ||||
Acquired goodwill | 8,400,000 | 31,500,000 | |||||
Impairments | $ 0 | $ 0 | 0 | (6,300,000) | $ (7,200,000) | ||
Measurement period adjustment | 6,100,000 | ||||||
Goodwill, balance | $ 514,200,000 | 553,900,000 | 545,500,000 | 514,200,000 | |||
Commerce (Original) [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill, balance | 337,500,000 | 337,500,000 | |||||
Transfers | (337,500,000) | ||||||
Goodwill, balance | 337,500,000 | 337,500,000 | |||||
Commerce (Legacy) [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill, balance | 356,100,000 | ||||||
Acquired goodwill | 7,900,000 | ||||||
Transfers | (356,100,000) | 342,200,000 | |||||
Measurement period adjustment | 6,000,000 | ||||||
Goodwill, balance | 356,100,000 | ||||||
Design & Technology (Original) [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill, balance | 133,700,000 | 133,700,000 | |||||
Transfers | (133,700,000) | ||||||
Goodwill, balance | 133,700,000 | 133,700,000 | |||||
Design, Creative & Technology (Legacy) [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill, balance | 160,800,000 | ||||||
Acquired goodwill | 23,600,000 | ||||||
Transfers | (160,800,000) | 142,900,000 | |||||
Impairments | (5,800,000) | ||||||
Measurement period adjustment | 100,000 | ||||||
Goodwill, balance | 160,800,000 | ||||||
Connections [Member] | |||||||
Goodwill [Line Items] | |||||||
Acquired goodwill | 8,400,000 | ||||||
Transfers | 509,900,000 | ||||||
Impairments | (6,000,000) | (7,000,000) | |||||
Goodwill, balance | 518,300,000 | ||||||
All Other [Member] | |||||||
Goodwill [Line Items] | |||||||
Transfers | 35,600,000 | ||||||
Impairments | (300,000) | (200,000) | |||||
Goodwill, balance | 35,600,000 | ||||||
All Other (Legacy) Member | |||||||
Goodwill [Line Items] | |||||||
Goodwill, balance | $ 43,000,000 | 28,600,000 | 43,000,000 | ||||
Transfers | $ (28,600,000) | (13,900,000) | |||||
Impairments | (500,000) | ||||||
Goodwill, balance | $ 43,000,000 | $ 28,600,000 | $ 43,000,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ 4.2 | $ 0 |
Long-term debt, net of current maturities, debt discount and deferred financing fees | 398.7 | 413.9 |
Extended Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | 402.9 | |
Less: Current maturities | $ 4.2 | |
Amended and Restated Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 413.9 |
Debt - Summary of Long-Term D_2
Debt - Summary of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Extended Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Actual interest rate | 10.46% | ||
Maturity year | 2026 | ||
Security debt maturity date | May 22, 2026 | May 22, 2026 | |
Unamortized discount | $ 8.9 | ||
Unamortized deferred financing fees | 1.5 | ||
Fair market value | $ 415 | ||
Extended Term Loan Facility [Member] | SOFR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread including credit spread adjustment | 5.10% | ||
Basis spread | 5% | ||
Amended and Restated Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Actual interest rate | 6.57% | ||
Maturity year | 2024 | ||
Security debt maturity date | May 22, 2024 | ||
Unamortized discount | $ 0.6 | ||
Unamortized deferred financing fees | $ 0.8 | ||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread | 2.50% |
Debt - Term Loan Facility - Add
Debt - Term Loan Facility - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | 67 Months Ended | ||
Jun. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 11, 2023 | |
Debt Instrument [Line Items] | ||||
Original issuance discount | $ 12.5 | |||
Loss on extinguishment of debt | $ 2.3 | |||
Extended Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | $ 415.3 | |||
Net proceeds from loan | $ 415.3 | |||
Debt maturity date | May 22, 2026 | May 22, 2026 | ||
Original issuance discount | $ 12.5 | |||
Third Party Fees | $ 3.5 | |||
Amortization of original issuance discount related to loss on extinguishment of debt | $ 10.4 | |||
Capitalized debt issuance costs | 1.4 | |||
Unpaid debt issuance costs | 0 | |||
Loss on extinguishment of debt | $ 2.3 | |||
Interest rate | 11.66% | |||
Debt Issuance Costs | $ 1.5 | |||
Prepayment fee percentage for repricing transaction occurring within Twelve months | 2% | |||
Prepayment fee percentage for repricing transaction occurring between Twelve and Eighteen months | 1% | |||
Quarterly installment percentage of principal amount outstanding | 0.25% | |||
Extended Term Loan Facility [Member] | Loss on Extinguishment of Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Original issuance discount | 2.1 | |||
Extended Term Loan Facility [Member] | Interest Expense [Member] | ||||
Debt Instrument [Line Items] | ||||
Third Party Fees | $ 2.1 | |||
Extended Term Loan Facility [Member] | SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 5% | |||
Credit spread adjustment | 0.10% | |||
Extended Term Loan Facility [Member] | ABR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4% | |||
Extended Term Loan Facility [Member] | Funded Through Non-cash Rollover from Existing Lenders [Member] | ||||
Debt Instrument [Line Items] | ||||
Net proceeds from loan | $ 175.9 | |||
Extended Term Loan Facility [Member] | Funded Through Cash Transactions [Member] | ||||
Debt Instrument [Line Items] | ||||
Net proceeds from loan | $ 239.4 | |||
Amended and Restated Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt maturity date | May 22, 2024 | |||
Interest rate | 6.89% | |||
Debt Issuance Costs | $ 0.8 | |||
Amended and Restated Term Loan Facility [Member] | Loss on Extinguishment of Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Previously capitalized OID and debt issuance costs | $ 0.2 | |||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Amended and Restated Term Loan Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Amended and Restated Term Loan Facility [Member] | ABR [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Amended and Restated Term Loan Facility [Member] | ABR [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Feb. 02, 2023 | |
Debt Instrument [Line Items] | ||||
Payments of Debt Issuance Costs | $ 2,000,000 | $ 400,000 | ||
Extended Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
First lean ratio | ||||
Financing fees | $ 600,000 | |||
Secured debt | 100,400,000 | $ 110,000,000 | ||
Borrowings outstanding | $ 0 | $ 0 | ||
Additional borrowing capacity | 109,000,000 | |||
Letters of credit outstanding amount | $ 1,000,000 | |||
Extended Revolving Credit Facility [Member] | ABR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 1.25% | 1.25% | ||
Extended Revolving Credit Facility [Member] | SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 2.25% | 2.25% | ||
Amended and Restated Revolving Credit Facility and Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Stand-by letters of credit | $ 1,000,000 | $ 1,000,000 | ||
Maximum [Member] | Extended Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Unutilized commitments fee percentage | 0.50% | |||
Letters of credit outstanding amount | $ 10,000,000 | |||
Minimum [Member] | Extended Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Unutilized commitments fee percentage | 0.375% |
Debt - Payments and Commitment
Debt - Payments and Commitment Reductions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||
Jun. 12, 2023 | May 22, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
EEH voluntary prepayment on borrowings | $ 239.4 | $ 104.2 | $ 5.7 | ||
Extended Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Quarterly installment percentage of principal amount outstanding | 0.25% | ||||
Prepayment fee percentage for repricing transaction occurring within Twelve months | 2% | ||||
Prepayment fee percentage for repricing transaction occurring between Twelve and Eighteen months | 1% | ||||
Term loan facility, principal amount outstanding | $ 402.9 | ||||
Amended and Restated Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan facility, frequency of payments | The Amended and Restated Term Loan Facility previously required repayment in equal quarterly installments | ||||
Quarterly installment percentage of principal amount outstanding | 0.25% | ||||
Amended and Restated Senior Secured Credit Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
EEH voluntary prepayment on borrowings | $ 0 | $ 100 |
Debt - Guarantees; Collateral;
Debt - Guarantees; Collateral; Covenants; Events of Default - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Extended Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 550% | ||
Letters of credit outstanding amount | $ 1 | ||
Percentage of amount outstanding exceeds total commitment for testing of financial covenant | 35% | ||
Repayment of line of credit | $ 0 | $ 0 | $ 0 |
Extended Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding amount | $ 10 | ||
Amended and Restated Senior Secured Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Description of events of default | Events of default under the Amended and Restated Senior Secured Credit Facilities include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; certain bankruptcy and insolvency events; material unsatisfied or unstated judgments; certain ERISA events; change of control; or actual or asserted invalidity of any guarantee or security document. There were no events of default under the Amended and Restated Senior Secured Credit Facilities through December 31, 2023. |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Non-cash interest for amortization of debt discount and debt issuance costs | $ 3 | $ 1.7 | $ 1.5 |
Total interest expense | 43.3 | 24.5 | 15.9 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan | 13.9 | 22.3 | 13.8 |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit facility interest and commitment fees | 0.5 | $ 0.5 | $ 0.6 |
Extended Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan | 23.8 | ||
Term Loan Amendment Third Party Fees [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on senior secured term loan | $ 2.1 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 12 months | ||
Lessee, operating lease, existence of option to extend | true | ||
Lease renewal term, operating lease | 5 years | ||
Lessee, operating lease, existence of option to terminate | true | ||
Weighted-average remaining lease term | 3 years 6 months | 3 years 10 months 24 days | |
Rent expense incurred under operating leases | $ 4,200,000 | $ 7,500,000 | $ 5,200,000 |
Loss on lease abandonment | 900,000 | 3,000,000 | 0 |
Variable lease costs | $ 200,000 | $ 200,000 | 200,000 |
Weighted-average discount rate | 5.10% | 4.80% | |
Cost Of Revenues [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense incurred under operating leases | $ 1,200,000 | $ 1,200,000 | 1,200,000 |
Selling, General and Administrative Expenses [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense incurred under operating leases | $ 3,000,000 | $ 6,300,000 | $ 4,000,000 |
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 1 year | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Remaining lease term, operating lease | 5 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Right-of-Use Lease Liabilities (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 4 |
2025 | 4 |
2026 | 3.8 |
2027 | 1.6 |
2028 | 0.4 |
Thereafter | 0.1 |
Minimum lease payments | 13.9 |
Less: Imputed interest | (1) |
Present value of minimum lease payments | $ 12.9 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Cash paid reported as operating activities on the consolidated statements of cash flows | $ 4.6 | $ 5.4 | $ 4.1 |
Right-of-use lease assets obtained in exchange for new right-of-use lease liabilities | $ 1.9 | $ 1.9 | $ 3.4 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Total assets at fair value | $ 204.2 | $ 239.1 |
Liabilities | ||
Market-based share awards liability | 0.8 | 0.4 |
Contingent consideration | 6.9 | 12.3 |
Total liabilities at fair value | 7.7 | 12.7 |
Cash and Cash Equivalents [Member] | ||
Assets | ||
Cash and cash equivalents | 27.2 | 147.5 |
Money Market Mutual Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 177 | 91.6 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Total assets at fair value | 204.2 | 239.1 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Liabilities | ||
Market-based share awards liability | 0.8 | 0.4 |
Contingent consideration | 6.9 | 12.3 |
Total liabilities at fair value | 7.7 | 12.7 |
Fair Value Measurements Recurring [Member] | Cash and Cash Equivalents [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | 27.2 | 147.5 |
Fair Value Measurements Recurring [Member] | Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Assets | ||
Cash and cash equivalents | $ 177 | $ 91.6 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market mutual funds | $ 177 | |
Market-based share awards liability | 0.8 | $ 0.4 |
Contingent consideration | 0.2 | |
Other Noncurrent Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based share awards liability | 0.8 | |
Contingent consideration | $ 6.7 | $ 8.8 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||
Jun. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | $ 6.9 | $ 12.3 | |||
Payment of contingent consideration | 3.7 | 4.4 | |||
Market-based share awards liability | 0.8 | 0.4 | |||
Selling, General and Administrative Expenses [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Business combination increase (decrease) in fair value of contingent consideration liability | (2.4) | (33.6) | $ 2.3 | ||
Market-based share awards liability | 0.8 | 0.4 | |||
Advertising Week [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | $ 5.9 | 4.9 | 6.9 | ||
Advertising Week [Member] | Estimated Fair Value [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | $ 5.9 | 4.9 | |||
MJ Biz [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 0 | $ 32.9 | 24 | ||
MJ Biz [Member] | Estimated Fair Value [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | $ 24 | ||||
Plum River [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Payment of contingent consideration | 3.7 | ||||
Other Acquisitions [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 2 | $ 1.6 | |||
Expected to be Settled in 2024 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 0.2 | ||||
Expected to be Settled in 2024 [Member] | Other Acquisitions [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 0.2 | ||||
Expected to be Settled in 2025 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 0.1 | ||||
Expected to be Settled in 2025 [Member] | Other Acquisitions [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 0.1 | ||||
Expected to be Settled in 2027 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | 6.6 | ||||
Expected to be Settled in 2027 [Member] | Other Acquisitions [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration on purchase price | $ 1.7 | ||||
2026 Payment [Member] | Advertising Week [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Business combination payment dependent upon compounded annual term | 5 years | 5 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Contingent Consideration Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at beginning of period | $ 12.3 | ||
Payment of contingent consideration | (3.7) | $ (4.4) | |
Balance at end of period | 6.9 | 12.3 | |
Contingent Consideration Liabilities | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Balance at beginning of period | 12.3 | 36.2 | $ 13.3 |
Payment of contingent consideration | (3.7) | (6.5) | (4.2) |
Fair value remeasurement adjustments | (2.4) | (33.6) | 2.3 |
Business acquisition | 0.7 | 6.9 | 24.8 |
Measurement period adjustment | 8.9 | ||
Contingent compensation | 0.4 | ||
Balance at end of period | $ 6.9 | $ 12.3 | $ 36.2 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 53,000 | 37,000 | 42,000 |
Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 74.80% | ||
Accumulated accreting return rate per annum | 7% | ||
Onex Corporation [Member] | Redeemable Convertible Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 69,718,919 | ||
Onex Corporation [Member] | As Converted Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 90.50% | ||
Onex Corporation [Member] | Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued | 183,697,428 | ||
ASM Global [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of services facilities and catering | $ 1.3 | $ 1.4 | $ 0.6 |
ASM Global [Member] | Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 48% | ||
Convex Group Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Other liabilities | $ 0.3 | 0 | |
Convex Group Ltd [Member] | Cost Of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expense insurance | $ 0.8 | 0.3 | $ 0.2 |
Convex Group Ltd [Member] | Onex Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Related parties, ownership percentage | 96% | ||
Related Party [Member] | ASM Global [Member] | |||
Related Party Transaction [Line Items] | |||
Other liabilities | $ 0.3 | $ 0 |
Stockholder's Deficit and Red_3
Stockholder's Deficit and Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Aug. 13, 2020 | Jul. 24, 2020 | Jun. 29, 2020 | Jun. 10, 2020 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2023 | Oct. 26, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | |
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Cash dividend paid | $ 0 | $ 0 | $ 0 | ||||||||||
Repurchase of common stock | $ 16,900,000 | 10,400,000 | 12,400,000 | ||||||||||
October 2020 Share Repurchase Program [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | $ 20,000,000 | |||||||||||
Repurchase of common stock | $ 10,300,000 | $ 12,400,000 | |||||||||||
Repurchase of common stock, shares | 2,861,448 | 2,498,118 | |||||||||||
November 2023 Share Repurchase Program [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 25,000,000 | ||||||||||||
Repurchase of common stock, shares | 0 | ||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 25,000,000 | $ 25,000,000 | |||||||||||
October 2022 Share Repurchase Program [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | ||||||||||||
Repurchase of common stock | $ 16,900,000 | $ 100,000 | |||||||||||
Repurchase of common stock, shares | 5,064,140 | 21,393 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Consecutive trading days | 20 days | ||||||||||||
Right to redeem preferred stock threshold period | 6 years | ||||||||||||
Preferred stock as percentage on outstanding common stock on an as-converted basis | 30% | ||||||||||||
Cash dividend paid | 8,600,000 | $ 8,600,000 | |||||||||||
Dividends payable to common stock | $ 0 | ||||||||||||
Preferred stock cash dividend paid | $ 8,600,000 | $ 8,600,000 | $ 17,200,000 | ||||||||||
Preferred stock cash dividend paid per share | $ 0.12 | $ 0.12 | |||||||||||
Dividends payable to preferred stock | 0 | $ 0 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | After Six-Year Anniversary Thereof [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Percentage of accreted liquidation preference | 105% | ||||||||||||
Redeemable Convertible Preferred Stock [Member] | After Seven-Year Anniversary Thereof [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Percentage of accreted liquidation preference | 103% | ||||||||||||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Percentage of trading price per share of common stock after third anniversary | 175% | 175% | |||||||||||
Threshold purchase price for acquisition or disposition of assets | $ 100,000,000 | ||||||||||||
Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Preferred stock cash dividend paid | $ 8,400,000 | $ 8,400,000 | |||||||||||
Initial Private Placement [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Shares issued | 47,058,332 | ||||||||||||
Aggregate purchase price per share | $ 5.6 | ||||||||||||
Proceeds from issuance of preferred stock | $ 252,000,000 | ||||||||||||
Fees and estimated expenses | 11,600,000 | ||||||||||||
Proceeds from stock issuance used to repay debt | $ 50,000,000 | ||||||||||||
Preferred stock initial liquidation preference | $ 5.6 | $ 5.6 | |||||||||||
Redeemable convertible preferred stock conversion | 1.59 | ||||||||||||
Initial conversion price per share | $ 3.52 | ||||||||||||
Preferred stock, accretion of deemed dividend | $ 42,000,000 | 38,800,000 | |||||||||||
Preferred stock accretion rate per annum | 7% | ||||||||||||
Preferred stock, accretion | $ 16,700,000 | 31,800,000 | |||||||||||
Preferred stock, aggregate liquidation preference | $ 492,600,000 | $ 492,600,000 | $ 475,900,000 | ||||||||||
Rights Offering [Member] | Onex Partners V LP [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Temporary Equity And Shareholders Equity [Line Items] | |||||||||||||
Shares issued | 22,660,587 | 1,727,427 | |||||||||||
Proceeds from issuance of preferred stock | $ 121,300,000 | $ 9,700,000 | |||||||||||
Fees and estimated expenses | $ 5,600,000 |
Stockholder's Deficit and Red_4
Stockholder's Deficit and Redeemable Convertible Preferred Stock - Summary of Dividends Paid (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity And Shareholders Equity [Line Items] | |||||
Cash dividend paid | $ 0 | $ 0 | $ 0 | ||
Director [Member] | |||||
Temporary Equity And Shareholders Equity [Line Items] | |||||
Dividend declared on | Nov. 03, 2023 | Aug. 01, 2023 | |||
Stockholders of record on | Nov. 03, 2023 | Aug. 01, 2023 | |||
Dividend paid on | Dec. 28, 2023 | Sep. 29, 2023 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2020 USD ($) $ / shares shares | Jun. 30, 2019 USD ($) | Jan. 31, 2019 USD ($) Hours shares | Dec. 31, 2023 USD ($) Award Tranche $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Apr. 30, 2017 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of option grants | 10 years | ||||||||
Stock options granted | shares | 7,195,786 | 990,000 | 11,969,828 | ||||||
Liability for awards | $ 800,000 | $ 400,000 | |||||||
Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 6,200,000 | $ 3,800,000 | $ 6,400,000 | ||||||
Number of stock options vested and exercisable | shares | 6,231,142 | 4,959,488 | 2,602,368 | ||||||
Deferred tax benefit for stock-based compensation | $ 1,900,000 | $ 1,000,000 | $ 1,500,000 | ||||||
Aggregate weighted average grant date fair value of stock options vested | 3,700,000 | 4,900,000 | 1,800,000 | ||||||
Unrecognized stock-based compensation expense | $ 12,500,000 | ||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 2 years 8 months 12 days | ||||||||
Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 1,200,000 | 1,900,000 | 4,000,000 | ||||||
Unrecognized stock-based compensation expense | $ 800,000 | ||||||||
Unrecognized stock-based compensation expense weighted average period of recognition | 1 year 2 months 12 days | ||||||||
Estimated shares of common stock granted | shares | 115,000 | ||||||||
Weighted-average grant date fair value | $ / shares | $ 3.93 | ||||||||
Estimated shares of common stock forfeited | shares | 36,000 | ||||||||
Market-based Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 400,000 | 0 | $ 0 | ||||||
Employee right to receive restricted stock equal to maximum price | $ 4,900,000 | $ 16,900,000 | $ 9,800,000 | ||||||
Estimated weighted average conversion threshold | $ / shares | $ 21.09 | $ 21.08 | |||||||
Estimated shares of common stock issue upon conversion | shares | 45,718 | 78,041 | |||||||
Estimated shares of common stock granted | shares | 45,718 | 78,041 | |||||||
Weighted-average grant date fair value | $ / shares | $ 24.53 | $ 24.77 | |||||||
Increase in maximum value of share award in aggregate | $ 18,900,000 | ||||||||
Maximum price | $ 14,000,000 | ||||||||
Estimated shares of common stock forfeited | shares | 157,677 | ||||||||
Employee right to receive restricted stock equal to maximum cash price | $ 4,900,000 | ||||||||
Number of tranches | Tranche | 4 | ||||||||
Number of specified award values and specified stock price targets | Award | 4 | ||||||||
Contractual team | 10 years | ||||||||
Liability for awards | $ 800,000 | 400,000 | |||||||
Fair value at grant date | 1,900,000 | ||||||||
Fair value of awards | $ 1,300,000 | 500,000 | |||||||
Weighted-average remaining service period | 4 years | ||||||||
Weighted-average expected term | 3 years 8 months 12 days | ||||||||
Minimum [Member] | Market-based Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation target price per share | $ / shares | $ 18 | ||||||||
Maximum [Member] | Market-based Share Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation target price per share | $ / shares | $ 24 | ||||||||
2013 Stock Option Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of option grants | 5 years | ||||||||
Option grants contractual term | 10 years | ||||||||
2013 Stock Option Plan [Member] | Year One [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting percentage | 20% | ||||||||
2013 Stock Option Plan [Member] | Year Two [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting percentage | 20% | ||||||||
2013 Stock Option Plan [Member] | Year Three [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting percentage | 20% | ||||||||
2013 Stock Option Plan [Member] | Year Four [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting percentage | 20% | ||||||||
2013 Stock Option Plan [Member] | Year Five [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting percentage | 20% | ||||||||
2017 Omnibus Equity Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of option grants | 4 years | ||||||||
Common stock, reserved for issuance | shares | 5,000,000 | ||||||||
Increase in number of shares of common stock reserved for issuance | shares | 4,900,000 | 13,000,000 | |||||||
Common stock, available for grant | shares | 2,133,774 | ||||||||
2017 Omnibus Equity Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of option grants | 3 years | ||||||||
2017 Omnibus Equity Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of option grants | 5 years | ||||||||
2019 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, reserved for issuance | shares | 500,000 | ||||||||
Percentage of discount received | 10 | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | ||||||
Stock issued during period, shares | shares | 141,804 | ||||||||
2019 Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of hours per week worked by employees for eligible | Hours | 20 | ||||||||
Number of months of service to be completed for eligible | 6 months | ||||||||
2019 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Amount of compensation | $ 150,000 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Stock Options Estimated on Grant Date Using Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 0% | ||
Black-Scholes Option Pricing Model [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value at grant date | $ 1.49 | $ 1.09 | $ 1.47 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, minimum | 34.70% | 31.50% | 29% |
Risk-free interest rate, minimum | 3.50% | 1.40% | 0.40% |
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, maximum | 38.60% | 34.50% | 38.40% |
Risk-free interest rate, maximum | 4.50% | 3.70% | 1.40% |
Expected term (in years) | 7 years 6 months | 9 years 1 month 6 days | 7 years 6 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning Balance | 14,555,000 | ||
Number of Options, Granted | 7,195,786 | 990,000 | 11,969,828 |
Number of Options, Exercised | (32,000) | ||
Number of Options, Forfeited | (1,928,000) | ||
Number of Options Outstanding, Ending Balance | 19,791,000 | 14,555,000 | |
Number of Options, Exercisable | 6,231,000 | ||
Weighted-Average Exercise Price per Option Outstanding, Beginning Balance | $ 7.9 | ||
Weighted-Average Exercise Price per Option, Granted | 3.82 | ||
Weighted-Average Exercise Price per Option, Exercised | 4.66 | ||
Weighted-Average Exercise Price per Option, Forfeited | 9.7 | ||
Weighted-Average Exercise Price per Option Outstanding, Ending Balance | 6.25 | $ 7.9 | |
Weighted-Average Exercise Price per Option, Exercisable | $ 8.89 | ||
Weighted-Average Remaining Contractual Term, Outstanding Balance | 7 years 4 months 24 days | 7 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 15.7 | ||
Aggregate Intrinsic Value, Exercisable | $ 0.1 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Information Regarding Fully Vested and Expected to Vest Stock Options (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 19,791 |
$2.87 - $5.02 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 7,247 |
Weighted Average Remaining Contractual Life (years) | 8 years 3 days |
$2.87 - $5.02 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 2.87 |
$2.87 - $5.02 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 5.02 |
$5.07 - $7.61 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 7,236 |
Weighted Average Remaining Contractual Life (years) | 6 years 8 months 12 days |
$5.07 - $7.61 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 5.07 |
$5.07 - $7.61 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 7.61 |
$8.00 - $12.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 3,987 |
Weighted Average Remaining Contractual Life (years) | 5 years 2 months 1 day |
$8.00 - $12.00 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 8 |
$8.00 - $12.00 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 12 |
$12.47 - $18.71 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 932 |
Weighted Average Remaining Contractual Life (years) | 3 years 11 months 23 days |
$12.47 - $18.71 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 12.47 |
$12.47 - $18.71 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 18.71 |
$22.08 - $33.12 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options (share data in thousands) | shares | 389 |
Weighted Average Remaining Contractual Life (years) | 3 years 9 months 25 days |
$22.08 - $33.12 [Member] | Minimum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 22.08 |
$22.08 - $33.12 [Member] | Maximum [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Price | $ 33.12 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs Unvested, Beginning Balance | shares | 878 |
Number of RSUs, Granted | shares | 115 |
Number of RSUs, Forfeited | shares | (36) |
Number of RSUs, Vested | shares | (416) |
Number of RSUs Unvested, Ending Balance | shares | 541 |
Weighted Average Grant Date Fair Value per Share Unvested, Beginning Balance | $ / shares | $ 6.87 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 3.93 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 9.8 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 7.03 |
Weighted Average Grant Date Fair Value per Share Unvested, Ending Balance | $ / shares | $ 5.95 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Weighted Average Assumptions Used in Determining Fair Value Performance-based Market Condition Share Awards Outstanding (Detail) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0% | |
Market-based Share Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 41.70% | 66.20% |
Dividend yield | 1.10% | |
Risk-free interest rate | 1.30% | 3.90% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - Redeemable Convertible Preferred Stock [Member] | Dec. 31, 2023 shares |
Earnings Per Share [Line Items] | |
Preferred stock, shares outstanding | 71,402,907 |
Convertible preferred stock, converted to common stock | 139,939,471 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted (Loss) Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Line Items] | |||
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. | $ (8.2) | $ 130.8 | $ (79.7) |
Accretion to redemption value of redeemable convertible preferred stock | (42) | (38.8) | (35.6) |
Participation rights on if-converted basis | (60.2) | ||
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (50.2) | $ 31.8 | $ (115.3) |
Weighted average common shares outstanding | 63,959 | 69,002 | 71,309 |
Basic (loss) income per share | $ (0.78) | $ 0.46 | $ (1.62) |
Net (loss) income and comprehensive (loss) income attributable to Emerald Holding, Inc. common stockholders | $ (50.2) | $ 31.8 | $ (115.3) |
Diluted effect of stock options | 146 | ||
Diluted weighted average common shares outstanding | 63,959 | 69,148 | 71,309 |
Diluted (loss) income per share | $ (0.78) | $ 0.46 | $ (1.62) |
Anti-dilutive employee share awards excluded from diluted earnings per share calculation | 19,704 | 14,858 | 15,023 |
Redeemable Convertible Preferred Stock [Member] | |||
Earnings Per Share [Line Items] | |||
Accretion to redemption value of redeemable convertible preferred stock | $ (42) | $ (38.8) | $ (35.6) |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 50% | ||
Compensation expense for employer matching contribution | $ 1.8 | $ 1.6 | $ 1.3 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage of eligible plan participant's compensation for contribution period | 6% |
Income Taxes - Summary of (Loss
Income Taxes - Summary of (Loss) Income Before Income Taxes Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (3) | $ 158.2 | $ (82.1) |
Foreign | 0.1 | (0.2) | 1.1 |
(Loss) income before income taxes | $ (2.9) | $ 158 | $ (81) |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Income Tax Provision (Benefit) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 2.4 | $ 20.8 | $ (1.4) |
State and local | 1.6 | 6.1 | 0.2 |
Foreign | 0.3 | ||
Total current provision for income taxes | 4 | 26.9 | (0.9) |
Deferred | |||
Federal | 1.8 | 0.2 | (0.2) |
State and local | (0.5) | 0.2 | (0.2) |
Foreign | (0.1) | ||
Total deferred provision for income taxes | 1.3 | 0.3 | (0.4) |
Total provision for (benefit from) income taxes | $ 5.3 | $ 27.2 | $ (1.3) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
(Loss) income before income taxes | $ (2.9) | $ 158 | $ (81) |
U.S. statutory tax rate | 21% | 21% | 21% |
Taxes at the U.S. statutory rate | $ (0.6) | $ 33.2 | $ (17) |
Tax effected differences | |||
State and local taxes, net of federal benefit | 0.8 | 7.3 | (3.2) |
Share-based payments | 0.3 | 0.6 | 0.5 |
Nondeductible goodwill impairment | 1.1 | 0.9 | |
Change in valuation allowance | 3.7 | (16.5) | 18.7 |
Return to provision adjustments | 0.3 | 0.1 | 0.1 |
Change in tax rates | 0.5 | 0.3 | (0.4) |
Change in uncertain tax positions | (1.3) | ||
Nondeductible expenses | 0.4 | 1.1 | 0.3 |
Other, net | (0.1) | 0.1 | |
Total provision for (benefit from) income taxes | $ 5.3 | $ 27.2 | $ (1.3) |
Income Taxes - Summary of Book
Income Taxes - Summary of Book Value and Tax Basis of Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 1 | $ 0.3 |
Deferred compensation | 0.6 | 1.8 |
Stock-based compensation | 9.6 | 8.6 |
Fixed asset depreciation | 0.2 | |
Lease liabilities | 3.2 | 3.9 |
Accrued expenses | 0.2 | 1 |
Goodwill and intangible assets | 8.6 | 14.4 |
Section 163(j) interest carryover | 6.7 | |
Other assets | 0.6 | 0.2 |
Total deferred tax assets | 30.7 | 30.2 |
Deferred tax liabilities | ||
Right-of-use lease assets | (2.1) | (2.7) |
Fixed asset depreciation | (1.3) | |
Total deferred tax liabilities | (2.1) | (4) |
Valuation allowance | (31.7) | (28) |
Deferred tax liabilities, net | (3.1) | (1.8) |
Recognized as | ||
Deferred income taxes, noncurrent | $ (3.1) | $ (1.8) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 31,700,000 | $ 28,000,000 |
Income tax credit carryforwards | $ 0 | 0 |
Tax examinations, description | The Company’s federal tax returns for 2020 through 2023 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2020 through 2023 remain open and are subject to income tax examinations by state taxing authorities. | |
State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 16,000,000 | 2,700,000 |
Operating loss carryforwards begin to expire year | 2025 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2020 | |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2023 | |
U.S. Federal [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 0 | $ 0 |
U.S. Federal [Member] | Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2020 | |
U.S. Federal [Member] | Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax years | 2023 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Gross Unrecognized Tax Benefits (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Gross unrecognized tax benefits, beginning of period | $ 1.1 |
Decreases related to prior year tax positions | $ (1.1) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Annual Payments for Operating Leases and Other Contractual Obligations (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases, 2024 | $ 4 |
Operating leases, 2025 | 4 |
Operating leases, 2026 | 3.8 |
Operating leases, 2027 | 1.6 |
Operating leases, 2028 | 0.4 |
Operating leases, There-after | 0.1 |
Minimum lease payments | 13.9 |
Other contractual obligations, 2024 | 42 |
Other contractual obligations, 2025 | 20.6 |
Other contractual obligations, 2026 | 9.4 |
Other contractual obligations, 2027 | 0.8 |
Other contractual obligations, 2028 | 0.3 |
Other contractual obligations, total | 73.1 |
Purchase obligations, 2024 | 46 |
Purchase obligations, 2025 | 24.6 |
Purchase obligations, 2026 | 13.2 |
Purchase obligations, 2027 | 2.4 |
Purchase obligations, 2028 | 0.7 |
Purchase obligations, There-after | 0.1 |
Purchase obligations, total | $ 87 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense incurred under operating leases | $ 4.2 | $ 7.5 | $ 5.2 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 24.1 | $ 20.4 |
Other current liabilities | 9.3 | 14.7 |
Accrued event costs | 6.7 | 11.7 |
Accrued personnel costs | 6.5 | 11.3 |
Total accounts payable and other current liabilities | $ 46.6 | $ 58.1 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - New Chief Operating Decision Maker [Member] | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 3 |
Number of reportable segments | 1 |
Number of additional operating segments that do not meet quantitative thresholds for reporting segment | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net (loss) Income (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2023 | Oct. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | |||||||
Revenues | $ 382,800,000 | $ 325,900,000 | $ 145,500,000 | ||||
Other Income, net | |||||||
Other income, net | 2,800,000 | 34,200,000 | 77,400,000 | ||||
Adjusted EBITDA | |||||||
Subtotal Adjusted EBITDA | 140,400,000 | 133,200,000 | 86,300,000 | ||||
General corporate and other expenses | (42,600,000) | (42,200,000) | (42,200,000) | ||||
Other Operating Income | 148,600,000 | ||||||
Interest expense, net | (35,100,000) | (21,800,000) | (15,800,000) | ||||
Loss on extinguishment of debt | (2,300,000) | ||||||
Goodwill impairment charge | $ 0 | $ 0 | 0 | (6,300,000) | (7,200,000) | ||
Intangible asset impairment charge | 0 | (1,600,000) | (32,700,000) | ||||
Depreciation and amortization expense | (45,000,000) | (59,500,000) | (47,600,000) | ||||
Stock-based compensation expense | (7,800,000) | (5,800,000) | (10,400,000) | ||||
Deferred revenue adjustment | (600,000) | (2,000,000) | |||||
Other items | (10,500,000) | 14,000,000 | (9,400,000) | ||||
(Loss) income before income taxes | (2,900,000) | 158,000,000 | (81,000,000) | ||||
Connections [Member] | |||||||
Revenues | |||||||
Revenues | 340,200,000 | 282,600,000 | 106,700,000 | ||||
Other Income, net | |||||||
Other income, net | 2,800,000 | 34,200,000 | 77,400,000 | ||||
Adjusted EBITDA | |||||||
Subtotal Adjusted EBITDA | 136,800,000 | 133,000,000 | 80,000,000 | ||||
Goodwill impairment charge | $ (6,000,000) | $ (7,000,000) | |||||
All Other [Member] | |||||||
Revenues | |||||||
Revenues | 42,600,000 | 43,300,000 | 38,800,000 | ||||
Adjusted EBITDA | |||||||
Subtotal Adjusted EBITDA | $ 3,600,000 | $ 200,000 | $ 6,300,000 | ||||
Goodwill impairment charge | $ (300,000) | $ (200,000) |
Segment Information - Reconci_2
Segment Information - Reconciliation of Reportable Segment Revenues, Other Income and Adjusted EBITDA to Net Income (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Aug. 03, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 382.8 | $ 325.9 | $ 145.5 | |
Subtotal Adjusted EBITDA | 140.4 | 133.2 | 86.3 | |
Insurance litigation settlement proceeds relating to event cancellation | 2.8 | |||
Content [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 23.5 | $ 27.9 | 27.7 | |
Subtotal Adjusted EBITDA | $ 7.6 | |||
COVID-19 [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Insurance litigation settlement proceeds relating to event cancellation | $ 148.6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jan. 19, 2024 | Jan. 09, 2023 |
Lodestone Events [Member] | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 10.2 | |
Subsequent Event [Member] | Hotel Interactive Live Events [Member] | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 13 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||||
Total current assets | $ 310.9 | $ 331.8 | ||
Noncurrent assets | ||||
Total assets | 1,053.9 | 1,098.4 | ||
Current liabilities | ||||
Total current liabilities | 230.1 | 222.2 | ||
Noncurrent liabilities | ||||
Total liabilities | 649.3 | 659.1 | ||
Stockholders' deficit | ||||
Common stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 800,000; 62,915 and 67,588 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0.6 | 0.7 | ||
Additional paid-in capital | 559.2 | 610.3 | ||
Accumulated deficit | (652.3) | (644.1) | ||
Total stockholders’ deficit | (92.5) | (33.1) | $ (121) | $ (3.8) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 1,053.9 | 1,098.4 | ||
7% Series A Convertible Participating Preferred Stock [Member] | ||||
Redeemable convertible preferred stock | ||||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 80,000; 71,403 and 71,417 shares issued and outstanding; aggregate liquidation preference $492.6 million and $475.9 million at December 31, 2023 and 2022, respectively | 497.1 | 472.4 | ||
Parent Company [Member] | ||||
Noncurrent assets | ||||
Investment in subsidiaries | 404.6 | 439.3 | ||
Total assets | 404.6 | 439.3 | ||
Stockholders' deficit | ||||
Common stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 800,000; 62,915 and 67,588 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0.6 | 0.7 | ||
Additional paid-in capital | 559.2 | 610.3 | ||
Accumulated deficit | (652.3) | (644.1) | ||
Total stockholders’ deficit | (92.5) | (33.1) | ||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 404.6 | 439.3 | ||
Parent Company [Member] | 7% Series A Convertible Participating Preferred Stock [Member] | ||||
Redeemable convertible preferred stock | ||||
7% Series A Convertible Participating Preferred Stock, $0.01 par value; authorized shares at December 31, 2023 and 2022: 80,000; 71,403 and 71,417 shares issued and outstanding; aggregate liquidation preference $492.6 million and $475.9 million at December 31, 2023 and 2022, respectively | $ 497.1 | $ 472.4 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant Condensed Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Issued | 62,915,000 | 67,588,000 |
Common stock, shares outstanding | 62,915,000 | 67,588,000 |
7% Series A Convertible Participating Preferred Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,403,000 | 71,417,000 |
Temporary equity, shares outstanding | 71,403,000 | 71,417,000 |
Temporary equity, liquidation preference | $ 492.6 | $ 475.9 |
Parent Company [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Issued | 62,915,000 | 67,588,000 |
Common stock, shares outstanding | 62,915,000 | 67,588,000 |
Parent Company [Member] | 7% Series A Convertible Participating Preferred Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 80,000,000 | 80,000,000 |
Temporary equity, shares issued | 71,403,000 | 71,417,000 |
Temporary equity, shares outstanding | 71,403,000 | 71,417,000 |
Temporary equity, liquidation preference | $ 492.6 | $ 475.9 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant Condensed Statements of (Loss) Income and Comprehensive (Loss) Income (Detail) - USD ($) | 12 Months Ended | ||||
Oct. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Income Statements Captions [Line Items] | |||||
Revenues | $ 382,800,000 | $ 325,900,000 | $ 145,500,000 | ||
Selling, general and administrative expense | 168,300,000 | 145,000,000 | 143,000,000 | ||
Depreciation and amortization expense | 45,000,000 | 59,500,000 | 47,600,000 | ||
Goodwill impairment charge | $ 0 | $ 0 | 0 | 6,300,000 | 7,200,000 |
Intangible asset impairment charge | 0 | 1,600,000 | 32,700,000 | ||
Operating income (loss) | 34,700,000 | 179,800,000 | (64,700,000) | ||
Interest expense | 43,300,000 | 24,500,000 | 15,900,000 | ||
Interest income | 8,200,000 | 2,700,000 | 100,000 | ||
Other expense | 100,000 | ||||
Loss on disposal of fixed assets | (200,000) | (400,000) | |||
(Loss) income before income taxes | (2,900,000) | 158,000,000 | (81,000,000) | ||
Provision for (benefit from) income taxes | 5,300,000 | 27,200,000 | (1,300,000) | ||
Accretion to redemption value of redeemable convertible preferred stock | (42,000,000) | (38,800,000) | (35,600,000) | ||
Participation rights on if-converted basis | (60,200,000) | ||||
Net (loss) income and comprehensive (loss) income | (8,200,000) | 130,800,000 | (79,700,000) | ||
Parent Company [Member] | |||||
Condensed Income Statements Captions [Line Items] | |||||
Equity in net (losses) income and comprehensive (losses) income of subsidiaries | (8,200,000) | 130,800,000 | (79,700,000) | ||
Accretion to redemption value of redeemable convertible preferred stock | (42,000,000) | (38,800,000) | (35,600,000) | ||
Participation rights on if-converted basis | (60,200,000) | ||||
Net (loss) income and comprehensive (loss) income | $ (50,200,000) | $ 31,800,000 | $ (115,300,000) |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant Guarantees and Restrictions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 22, 2017 | |
Condensed Financial Information Of Parent Company Only [Line Items] | ||||||
Cash dividend paid | $ 0 | $ 0 | $ 0 | |||
Redeemable Convertible Preferred Stock [Member] | ||||||
Condensed Financial Information Of Parent Company Only [Line Items] | ||||||
Cash dividend paid | $ 8,600,000 | $ 8,600,000 | ||||
Parent Company [Member] | ||||||
Condensed Financial Information Of Parent Company Only [Line Items] | ||||||
Restricted net assets of Emerald and subsidiaries exceed consolidated net assets as a percentage | 25% | |||||
Parent Company [Member] | Amended and Restated Senior Secured Credit Facilities [Member] | ||||||
Condensed Financial Information Of Parent Company Only [Line Items] | ||||||
Builder basket percentage based on consolidated net income and certain other amounts | 50% | |||||
Fixed charge coverage ratio | 200% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for credit losses [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1.5 | $ 1.2 | |
Additions Charged to Costs & Expenses | 0.3 | 0.4 | |
Additions Charged to Other Accounts | 0 | 0 | |
Deductions | (0.4) | (0.1) | |
Balance at End of Period | 1.4 | 1.5 | $ 1.2 |
Deferred tax asset valuation allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 28 | 44.5 | 25.8 |
Additions Charged to Costs & Expenses | 0 | 0 | 0 |
Additions Charged to Other Accounts | 3.7 | (16.5) | 18.7 |
Balance at End of Period | $ 31.7 | 28 | 44.5 |
Allowance for doubtful accounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1.2 | 1.1 | |
Additions Charged to Costs & Expenses | 0.4 | ||
Additions Charged to Other Accounts | 0 | ||
Deductions | (0.3) | ||
Balance at End of Period | $ 1.2 |